SUPERTALL OPPORTUNITY FUND TERM SHEET

Opportunity Fund seeks $1.5 Billion for Private Equity Real Estate Investments in
Supertall Office, Hotel and Condominium Buildings in Midtown Manhattan
5-year Term, with >25% IRR*
The Supertall Opportunity Fund is a diversified, opportunistic by nature, tax-efficient, closed-end real estate
investment fund (the Fund) intended to invest significantly in ultra-luxury office, hotel and condominium
developments, and in related real estate assets. Its objective is to make not less than 90% of its investments in New
York City assets, specifically in Midtown Manhattan. Designed for accredited U.S. and non-U.S. institutional and
high net-worth (HNW) investors (the Investors). The Fund will target Real Estate Investment Trust (REIT) and
Private Equity Real Estate Groups (PERE) for short-term and medium-term mezzanine debt and/or equity
investments.
The following summary of terms does not purport to be complete and is subject to the detailed provisions of the
Private Placement Memorandum (PPM), the Subscription Agreement (SA) and the Fund Operating Agreement
(FOA). Supertall Capital Management, Inc., a wholly owned subsidiary of Vandenberg Permanent Corporation
shall serve as the Fund Manager (the Fund Manager). These documents should be read in their entirety by
investors and are available upon request from the Fund Manager, who is also available to respond to investors'
inquiries and requests for further information concerning the Fund.
Notwithstanding any provision herein to the contrary, nothing in this Term Sheet constitutes a commitment or
binding agreement on the part of the Investors or the Fund. None of the Investors nor the Fund has any obligation
whatsoever to close or participate in the Financing except to the extent agreed to in the PPM relating to the Fund and
the other matters described in this Term Sheet.

The Offering:

The Supertall Opportunity Fund seeks to raise a target amount of U.S.

$1.5 Billion through a private offering (the Offering) of interests in
the Fund. The minimum investment will be U.S. $50 Million Dollars,
although at the Managers discretion the Fund may accept lower
minimum investments in certain circumstances.

Subscriptions and Closings:

An initial closing (the "Initial Closing") will be held as soon as

practicable. The Fund Manager is entitled, at its sole discretion, to
continue to accept subscriptions and to hold one or more subsequent
closings (the last one of which is referred to as the "Final Closing")
until nine months after the Initial Closing.

Effect of Subsequent Closings:

Each Investor that participates in a closing subsequent to the Initial

Closing will be required to contribute its proportionate share of all prior
drawdowns and pay a charge equivalent to interest thereon at the rate of
prime plus 2% per annum from the respective funding dates thereof to
the funding date specified for the new Investor.
The amounts so contributed will be distributed to those Investors who
participated in prior closings in proportion to their contributed capital.
Any amount distributed to a Investor, to the extent it represents a
recovery of contributed capital, will cause a commensurate increase in
the amount of its undrawn commitment and will be subject to
subsequent drawdown.
Each Investor participating in a closing subsequent to the Initial
Closing also will be required to pay its share of the cumulative amount
of the Management Fee to the Fund Manager that it would have paid if

THIS CONFIDENTIAL TERM SHEET IS NOT AN OFFERING DOCUMENT. IT DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF
THE FUND, FOR WHICH THE READER MUST REFER TO THE FUNDS PRIVATE PLACEMENT MEMORANDUM. IT HAS BEEN PREPARED
SOLELY TO ASSIST REPRESENTATIVES OF PROSPECTIVE PLACEMENT AGENTS IN OBTAINING A BASIC UNDERSTANDING OF THE
INVESTMENT VEHICLE DESCRIBED, AND TO SOLICIT THEIR INPUT, AND MAY NOT BE DISTRIBUTED TO OR SHARED WITH THIRD
PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF VANDENBERG PERMANENT CORPORATION. THIS DOCUMENT SUPERSEDES IN
ITS ENTIRETY ANY TERM SHEET DESCRIBING THE PROPOSED OFFERING DATED EARLIER.

SUPERTALL OPPORTUNITY FUND TERM SHEET

"unrelated business taxable income" or "unrelated debt-financed

income" for U.S. tax purposes. See "U.S. Federal Income Tax
Considerations."
Market Analysis:

432 Park Avenue (90 Percent complete): This 95-story office-hotelcondominium development is indicative of the type of Supertall
investment project in which the Fund would participate. The projected
total cost for the land and construction is $1.1 Billion Dollars; the top
10 floors have sold out at $900 Million Dollars or an average of
$14,000 Dollars per square foot (PSF). The developer expects to net
$1.55 Billion Dollars EBITDA, a 141% IRR.
One57 (Complete): This 85-story Supertall development has sold out
its one and two-bedroom condominiums on the lower floors starting
at $3 Million Dollars each or $3,750 Dollars PSF. The developer is incontract to sell the 13,500 SF penthouse to a Hedge Fund Manager for
$115,000,000 Million Dollars or $8,520 Dollars PSF. Complete
financial details regarding this development are not publicly known.
However, persons with superior knowledge of and insights into this
development believes the developer has net in excess of $1.65 Billion
Dollars EBITDA.
520 Park Avenue (Under construction): The cost to development this
75-story Supertall condominium, including construction and additional
air rights purchased, is estimated at $245 Million Dollars. The building
is expected to gross $1.2 billion in apartment sales. According to initial
offering prices detailed in documents filed with the New York State
Attorney Generals office. The $1.21 billion in total salesis all the
more impressive considering that current plans call for only 31 units,
most of which will be full-floor residences.
The full-floor units start on the buildings 14th through 20th floors will
be 4,613 square feet each and have four bedrooms, with prices running
between $16.2 million and $17.95 million. The 4,628-square-foot
apartments on the 21st through 36th floors, which will also have four
bedrooms, will be priced from $18.45 million up to $36.35 million.
The buildings top floors, where seven duplex penthouses and a
crowning triplex penthouse are planned. Prices for the duplex
penthouses will range from $67 million to $83 million, while the
12,398-square-foot triplex will cost $130 million, or $10,489 per foot.
The developer expects to net over $900 Million Dollars EBITDA, a
317% IRR.
220 Central Park South (Under construction): Construction has
already commenced on the site of this 70-story Supertall condominium
- the cost of the project will be about $1 billion, according to
Developers earnings reports. The offering plan for 220 Central Park
South tower being developed by Vornado. According to the papers
filed with the New York State Attorney General and sources close to
the development, the penthouse may ask $150 million to $175 million,
bringing the buildings total sellout to a $2.4 billion. The potential
pricing of other unitsan anticipated 118 of them. Although the
penthouse pricing (there are actually six penthouses in total) was not
included in the offering plan but instead shared with sources close the

THIS CONFIDENTIAL TERM SHEET IS NOT AN OFFERING DOCUMENT. IT DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF
THE FUND, FOR WHICH THE READER MUST REFER TO THE FUNDS PRIVATE PLACEMENT MEMORANDUM. IT HAS BEEN PREPARED
SOLELY TO ASSIST REPRESENTATIVES OF PROSPECTIVE PLACEMENT AGENTS IN OBTAINING A BASIC UNDERSTANDING OF THE
INVESTMENT VEHICLE DESCRIBED, AND TO SOLICIT THEIR INPUT, AND MAY NOT BE DISTRIBUTED TO OR SHARED WITH THIRD
PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF VANDENBERG PERMANENT CORPORATION. THIS DOCUMENT SUPERSEDES IN
ITS ENTIRETY ANY TERM SHEET DESCRIBING THE PROPOSED OFFERING DATED EARLIER.

SUPERTALL OPPORTUNITY FUND TERM SHEET

project, other units were revealed. Of the units listed in the plan, the
average price per square foot is an incredible $7,374. The units the
buildings 70-story front will start at $11.95 million for a two-bedroom,
2,400-square-foot home, while the 10 villa units will start at $32
million for a three-bedroom with just under 4,000 square feet.
The priciest unit in the offering is a $60 million 49th-floor apartment
with 6,591 square feet that include four bedrooms, a library, and two
balconies. Another star on the list includes a 11,090-square-foot 50th
and 51st floor duplex with a 812-square-foot terrace that is slated to ask
for at least $110 million. The buildings amenities will include wine
cellars, a fitness center, swimming pool and a residents dining room.
Storage units start at $111,000 for 44 square feet and go up to $211,000
for 84 square feet, while parking is also up for sale at $750,000 a spot.
Buyers will also be able to purchase 25 suite units that range from
388 square feet to 1,449 square feet. The developer expects to net over
$1.4 Billion Dollars EBITDA, a 145% IRR.
111 West 57th Street (Under construction): Planning to rise to 1,421
feet, this Supertall development is poised to become the worlds
skinniest tower and the hemispheres tallest residential building
111West 57th Street will ask around $100 million for its condos.
Sources close to the Fund Manager has uncovered filings with the New
York State Attorney Generals office that show the preliminary price
list for the 1,421-foot tower, which is being developed by JDS
Development Group and Property Markets Group. The records indicate
that there will be condos in the landmarked Steinway Hall, as well in
the tower addition. The landmark units will be smaller and cheaper,
starting at $1 million for a studio, while the tower units will start at
$13 million for a three-bedroom.
The condos in Steinway Hall will range from studios to four-bedrooms,
the priciest of which will be a $24 million three-bedroom unit. Two- to
five-bedroom units will make up the tower, but the latter will max out
at $75 million, while the two- and three-bedroom homes will climb to
$100 million, bringing the buildings total sellout to a $3.15 Billion.
According to sources close to the Developer, cost of the project will be
about $560 Million dollars. The developer expects to net over $2.1
Billion Dollars EBITDA, a IRR of over 300 percent.
Term:

After the fifth anniversary of the end of the subscription period, the
Fund expects to begin distributing to Investors the net proceeds from
the disposition of its investments. The Fund is expected to be fully
liquidated before the eighth anniversary of the end of the subscription
period. However, the term of the Fund may be extended for up to four
years at the discretion of the Fund, if it then believes that doing so
would be more likely than not to increase the returns to Investors.

Fees:

The Fund Manager receives and retains a 2.0% annual asset

management fee for its services. Annually, it also collects an additional
1.0%, which is paid to placement agents for investor relations services
or refunded directly to investors who are not assisted by such agents.
The management fee is paid quarterly and calculated on the higher of
(i) the most recently determined NAV of the Fund, including the

THIS CONFIDENTIAL TERM SHEET IS NOT AN OFFERING DOCUMENT. IT DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF
THE FUND, FOR WHICH THE READER MUST REFER TO THE FUNDS PRIVATE PLACEMENT MEMORANDUM. IT HAS BEEN PREPARED
SOLELY TO ASSIST REPRESENTATIVES OF PROSPECTIVE PLACEMENT AGENTS IN OBTAINING A BASIC UNDERSTANDING OF THE
INVESTMENT VEHICLE DESCRIBED, AND TO SOLICIT THEIR INPUT, AND MAY NOT BE DISTRIBUTED TO OR SHARED WITH THIRD
PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF VANDENBERG PERMANENT CORPORATION. THIS DOCUMENT SUPERSEDES IN
ITS ENTIRETY ANY TERM SHEET DESCRIBING THE PROPOSED OFFERING DATED EARLIER.

SUPERTALL OPPORTUNITY FUND TERM SHEET

11

Footnotes and Reference Information:

Supertall is a Registered Service Mark owned by Vandenberg Permanent Corporation
http://432parkavenue.com/availability.html
http://www.extelldev.com/extell_residential_157west57th.html
http://www.luxurycondosnewyorkcity.com/CorcoranReport
http://www.djindexes.com/realestate/
http://www.vanityfair.com/culture/2014/05/condo-towers-architecture-new-york-city
http://www.lasalle.com/Pages/default.aspx
http://www.6sqft.com/worlds-skinniest-tower-111-west-57th-street-will-offer-100m-condos/
http://www.6sqft.com/exclusive-reveal-asking-prices-floorplans-for-520-park-avenue-the-next-billionaires-row-blockbuster/

One57

220 Central Park South

520 Park Avenue

432 Park Avenue

111 West 57th Street

Photographs are the property of Extell Development, Zeckendorf Realty CIM Group, JDS and Vorando.

Future Look: 57th Streets Evolving Supertall Skyline

Rendering is the property of YIMBY New York

THIS CONFIDENTIAL TERM SHEET IS NOT AN OFFERING DOCUMENT. IT DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF
THE FUND, FOR WHICH THE READER MUST REFER TO THE FUNDS PRIVATE PLACEMENT MEMORANDUM. IT HAS BEEN PREPARED
SOLELY TO ASSIST REPRESENTATIVES OF PROSPECTIVE PLACEMENT AGENTS IN OBTAINING A BASIC UNDERSTANDING OF THE
INVESTMENT VEHICLE DESCRIBED, AND TO SOLICIT THEIR INPUT, AND MAY NOT BE DISTRIBUTED TO OR SHARED WITH THIRD
PARTIES WITHOUT THE PRIOR WRITTEN CONSENT OF VANDENBERG PERMANENT CORPORATION. THIS DOCUMENT SUPERSEDES IN
ITS ENTIRETY ANY TERM SHEET DESCRIBING THE PROPOSED OFFERING DATED EARLIER.