As filed with the Securities and Exchange Commission on July 28, 2023

File No. 000-56544

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

CIM OPPORTUNITY ZONE FUND, L.P.

(Exact name of registrant as specified in its charter)

Delaware	83-2441037
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4700 Wilshire Boulevard	90010
Los Angeles, CA (Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (323) 860-4900

with copies to:

Raphael M. Russo, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

212-373-3000

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

Securities to be registered pursuant to Section 12(g) of the Act:

Limited Partnership Units

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
			Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

CIM OPPORTUNITY ZONE FUND, L.P. AND SUBSIDIARIES

Table of Contents

		Page
Item 1.	Business	5
Item 1A.	Risk Factors	15
Item 2.	Financial Information	50
Item 3.	Properties	58
Item 4.	Security Ownership of Certain Beneficial Owners and Management	58
Item 5.	Directors and Executive Officers	59
Item 6.	Executive Compensation	60
Item 7.	Certain Relationships and Related Transactions, and Director Independence	61
Item 8.	Legal Proceedings	75
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	75
Item 10.	Recent Sales of Unregistered Securities	76
Item 11.	Description of Registrant’s Securities to be Registered	76
Item 12.	Indemnification of Directors and Officers	86
Item 13.	Financial Statements and Supplementary Data	86
Item 14.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	86
Item 15.	Financial Statements and Exhibits	F-1

Explanatory Note

CIM Opportunity Zone Fund, L.P. is filing this registration statement on Form 10 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We are subject to the registration requirements of Section 12(g) of the Exchange Act because as of December 31, 2022, the aggregate value of our assets exceeded the applicable threshold and our Units were held of record by 2,000 or more persons. This Registration Statement does not constitute an offer of CIM or any other CIM fund. Once this Registration Statement becomes effective, we will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require us, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

We expect to conduct a continuous private offering of our Units in reliance on exemptions from the registration requirements of the Securities Act to investors that are accredited investors (as defined in Regulation D under the Securities Act).

In this Registration Statement, except where the context suggests otherwise:

•the terms “we,” “us,” “our,” the “Partnership” and the “Fund” refer to CIM Opportunity Zone Fund, L.P.;

•the term “General Partner” refers to CIM Opportunity Zone Fund GP, LLC., our general partner;

•the term “Limited Partners” refers collectively to the limited partners of the Partnership;

•the term “Partners” refers collectively to the Limited Partners and the General Partner;

•the term “CIM” refers collectively to CIM Group, LLC and its subsidiaries and affiliated entities;

•the term “Manager” refers to any affiliate or affiliates of CIM that is, or are, acting as a manager or managers of the Fund;

•the term “Partnership Agreement” refers to the Fourth Amended and Restated Limited Partnership Agreement, dated as of November 30, 2021, as amended and restated;

•the term “Management Agreement” refers to the Management Agreement, by and among CIM Opportunity Zone Fund, L.P., CIM Opportunity Zone Fund GP, LLC, CIM Group, L.P., CIM RE Debt Management, LLC and CIM Controlled Company Management, LLC, dated as of January 21, 2019;

•the term “Agreements” means collectively the Partnership Agreement, as amended, the subscription agreement and related documentation with respect thereto; and

•the term “Unitholders” refers to holders of our limited partnership units (the “Units”).

The Fund is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and the Fund will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). We are also a “smaller reporting company” as defined in Exchange Act Rule 12b-2. As a result, we are eligible to take advantage of certain reduced disclosure and other requirements that are otherwise applicable to public companies, including, but not limited to, not being subject to the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (“SOX”). For implications of our status as a smaller reporting company and as an emerging growth company, please see the section titled “Risk Factors” in Item 1A. of this Registration Statement.

RISK FACTOR SUMMARY

The following is only a summary of the principal risks that make an investment in the Fund speculative or risky. The following should be read in conjunction with the complete discussion of risk factors we face, which are set forth below under “Risk Factors.” Some of the principal risks related to our business include the following:

•Our ability to choose, make and realize assets, or that we will be able to implement our strategy or achieve our objective;

•We may participate in a limited number of assets, and, as a consequence, our aggregate return may be substantially and adversely affected by the unfavorable performance of even a single asset;

•Our business and strategy is generally expected to be highly competitive, and involves a high degree of risk and uncertainty;

•Our success depends in substantial part upon the skill and expertise of the personnel at CIM;

•We do not intend to list our Units on any securities exchange and we do not expect a secondary market in our Units to develop;

•If we fail to operate our business in a manner that permits our exclusion from the definition of “Investment Company” under the Investment Company Act of 1940, as amended (the “1940 Act”) and the rules thereunder, we would become subject to substantial regulation with respect to our capital structure, management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, which would materially adversely affect the Fund;

•The General Partner and the Manager may, in their discretion, undertake a Liquidity Event in connection with the Fund;

•We may acquire Portfolio Assets (as defined herein) that may not be disposed of prior to the date we are dissolved;

•The General Partner and the Manager will have exclusive responsibility for the Fund’s activities and Limited Partners will not be able to make decisions concerning the management of the Fund;

•The use of financial projections to determine the suitability of assets rely on estimates and there can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projection;

•We may from time to time maintain cash at the fund level pending deployment into Portfolio Assets, which may at times be significant;

•Our Portfolio Assets will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets;

•We may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing;

•We may make acquisitions of real estate-related assets and businesses which are distressed or experiencing or are expected to experience severe financial difficulties that may never be overcome;

•We may be subject to the risks normally associated with unstabilized assets and development activities;

•The effects of general economic and market conditions in the U.S. economy and, to a lesser extent, the global economy generally, as well as by changes in applicable laws, trade barriers, currency exchange controls, the rate of inflation and local, national and international political and socioeconomic circumstances;

•General fluctuations in interest rates may adversely affect the value of the Portfolio Assets;

•The outbreak of the certain illnesses, including COVID-19 its impact on global commercial activity and significant volatility in financial markets;

•Inflation could have a pronounced negative impact on the mortgages and related interest rates of the Fund’s investments in limited liability companies, the value of the Portfolio Assets and its general and administrative expenses;

•The substantial risk of loss arising from Portfolio Assets involving undisclosed or unknown environmental problems, health or occupational safety matters or inadequate reserves, insurance or insurance proceeds for such matters that have been previously identified;

•Failure by our investment entities to obtain required approvals and/or licenses necessary to acquire or operate real properties;

•The need for additional financing to satisfy working capital requirements, development requirements and/or acquisition strategies;

•Our exposure to interruptions caused by significant catastrophic events;

•Our projects may rely on governmental funding or subsidies;

•The use of a substantial amount of leverage in connection with our Portfolio Assets;

•Third parties that may owe the Fund money, securities or other assets will not perform their obligations;

•Our reliance on laws and regulations which are subject to change through legislative, judicial and/or administrative action.

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this Registration Statement, other than historical facts, may be considered forward-looking statements within the meaning of the federal securities laws, and Section 21E of the Exchange Act. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. In addition, these risks and uncertainties include those associated with (i) the scope, severity and duration of the COVID-19 pandemic and actions taken to contain the pandemic or mitigate its impact, (ii) the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Fund and its tenants, the real estate market and the global economy and financial markets, among others, and (iii) general economic, market and other conditions. We caution readers not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date this Registration Statement is filed with the SEC. Additionally, except as required by applicable law or regulation, we undertake no obligation, and expressly disclaim any such obligation, to publicly update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, changes to future operating results or otherwise.

The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:

•our future operating results;

•our business prospects and the prospects of the real estate in which we may invest;

•historic correlations among economic growth, inflation and rents resulting in the loss of the potential inflation hedging attributes of real estate;

•any recent perceived improvement in real estate fundamentals, corporate earnings, stock market performance and the supply and demand characteristics of commercial real estate, any one of which could adversely affect the performance of the Fund;

•the availability of capital markets, including the debt financing expected to be employed by the Fund;

•the predictive value of real estate capitalization rates compared with intermediate U.S. Treasury bonds;

•the impact of the investments that we expect to make;

•our ability to raise sufficient capital to execute our investment strategy;

•our ability to source adequate investment opportunities to efficiently deploy capital;

•the ability of our portfolio companies to achieve their objectives;

•our current and expected financing arrangements and investments;

•changes in the general interest rate environment;

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•the adequacy of our cash resources, financing sources and working capital;

•the timing and amount of cash flows, distributions and dividends, if any, from our properties;

•our contractual arrangements and relationships with third parties;

•actual and potential conflicts of interest with CIM or any of its affiliates;

•the dependence of our future success on the general economy and its effect on the industries in which we may invest;

•our use of financial leverage;

•the ability to locate suitable investments and to monitor and administer our investments;

•the ability to attract and retain highly talented professionals;

•our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•the tax status of the enterprises in which we may invest.

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ITEM 1.               BUSINESS

Overview

CIM Opportunity Zone Fund, L.P. (the “Fund”) was established in 2019 and is organized as a perpetual life, open-ended vehicle formed for the purpose of acquiring, owning, developing or re-developing and operating infrastructure and real estate assets, including assets in low-income communities, in the United States and its possessions that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”), with the objective of generating returns from the capital appreciation and operating income once development is complete. The Fund intends to qualify as a “qualified opportunity fund” within the meaning of Section 1400Z-2 of the Code. The general partner of the Fund is CIM Opportunity Zone Fund GP, LLC, a Delaware limited liability company (“the General Partner”) and an affiliate of CIM Group, LLC (together with its controlled affiliates, “CIM”).

CIM Overview

The Fund expects to benefit from CIM’s competitive advantages, including its vertically integrated team, community-based approach, disciplined underwriting and risk management. CIM’s vertically integrated real assets platform is supported by over 1,000 employees with multidisciplinary expertise, including research, acquisitions, credit analysis, development, finance, leasing and on-site property management capabilities. As of March 31, 2023, CIM’s senior management team comprised of 17 principals (the “Principals”) possesses an average of 25 years of real asset experience.

CIM’s disciplined strategy relies on its sound business plans and value creation execution rather than financial engineering to produce returns. CIM believes that its judicious use of leverage, multiple underwriting scenarios and disciplined capital deployment has allowed it to build a well-performing portfolio of assets and avoid significant legacy issues related to impaired assets. CIM believes that utilizing multiple underwriting scenarios, on both a leveraged and unleveraged basis (gauging potential returns based on average conditions across multiple market cycles, including long-term average and current market case scenarios), enables CIM to assess potential returns relative to risk within a range of potential outcomes.

Since 1994, CIM has operated 13 additional commingled funds on behalf of itself and over 200 institutional partners and co-investors. CIM’s objective is to deliver risk- adjusted returns for its partners and co-investors across all economic cycles. Since 2000, CIM’s commingled funds and multi-asset separate accounts have owned and operated more than 300 real estate and real estate-related equity, debt, mezzanine and infrastructure holdings, excluding net-lease assets.

Investment Strategies

The Fund seeks to source opportunities and focus its strategy in Opportunity Zones. CIM has cultivated deep relationships with consultants, prospective partners, brokers and other members of the real estate community in metropolitan markets primarily located throughout the United States in traditional downtowns of cities and main streets of densely populated communities in which CIM has qualified for real asset acquisitions (“Qualified Communities”). Certain of these Qualified Communities are located in Opportunity Zones and CIM believes its Qualified Communities provide it with a deep proprietary pipeline of development opportunities in Opportunity Zones.

Opportunity Zone Tax Benefits

As part of the Tax Cuts and Jobs Act, a U.S. federal tax legislation enacted into law on December 22, 2017 (the “TCJA”), Congress enacted Section 1400Z-2 of the Code, which provides tax benefits to encourage investments in designated low-income communities known as qualified Opportunity Zones. This is a brief summary of the benefits available to a prospective investor that invests in a “qualified opportunity fund” within the meaning of Section

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1400Z-2 of the Code (a “QOF”). For more information, see “Risk Factors—Certain Regulatory, Tax and Legal Risks.”

•Deferral: Prospective investors can elect to invest gain from the sale or exchange of property within six months into a QOF. Investors are only required to invest an amount up to the amount of the gain, not the entire original investment, in the QOF to obtain the benefits of the QOF. In general, the gain from such sale or exchange of property is deferred until the earlier of when the investor sells or exchanges its interest in the QOF (or certain other events occur) or December 31, 2026.

•5-Year and 7-Year Basis Increases: If the investor holds an interest in a QOF for at least five years, tax on 10% of the originally invested gain is eliminated, and if the investor holds the interest for a total of seven years, tax on 15% of the originally invested gain is eliminated (if such holding period requirements are met before December 31, 2026).

•Deferral Ends on December 31, 2026: Any deferred gain must be recognized no later than December 31, 2026 (or earlier if the investor sells its interests or certain other events occur). The amount of gain recognized is the difference between the amount of the gain originally deferred (or the fair market value of the QOF if less) and the investor’s tax basis in its interest. If the investor had held its interest for at least seven years by the time of recognition, the investor will only recognize 85% of the amount of gain originally deferred. If the investor had held its interest for at least five years by the time of recognition, the investor will only recognize 90% of the amount of gain originally deferred. In order to have a 5-year or 7-year holding period required for the 10% or 15% reduction, respectively, an investment in a QOF must have been made by December 31, 2021 or December 31, 2019, respectively. For example, if an individual investor sells property generating a $100 capital gain and elects to defer such gain by investing $100 in the Fund within 180 days of when the gain would otherwise be recognized for income tax purposes, then the investor would recognize the deferred gain on December 31, 2026, and, assuming the fair market value of the investor’s Fund interest is greater than $100 at that time, the investor will owe federal income tax of approximately $23.8 (assuming a 20% capital gains tax rate and a 3.8% “net investment income” tax). State income tax consequences vary by state. If the investor had made their investment on or before December 31, 2019 then they would only be required to recognize $85 of gain and owe federal income tax of approximately $20.23. If the investor had made their investment on or before December 31, 2021 then they would only be required to recognize $90 of gain and owe federal income tax of approximately $21.42.

•10-Year Permanent Exclusion Benefit: If the investor holds its interest in a QOF for at least 10 years, the investor can (i) elect to increase its tax basis in the QOF to fair market value on the date of a sale or exchange of the interest or (ii) under Treasury Regulations, elect to exclude from gross income some or all of the gains arising from the sale of some or all of the Opportunity Zone property by the QOF. This allows the investor to exclude the appreciation on the originally invested gain from federal income tax.

Competitive Advantages

The Fund benefits from three principal competitive advantages that CIM has developed for over 25 years. CIM believes the combination of these attributes positions the Fund to deliver attractive risk-adjusted returns for the Limited Partners.

Vertically Integrated Team

Established in 1994, CIM is a vertically integrated owner and operator of real assets for its own account, and on behalf of our partners and co-investors seeking to participate in real assets and associated credit strategies with a principal focus on metropolitan areas across the Americas and Europe. CIM’s real asset holdings include residential, commercial, retail, hospitality, debt and infrastructure assets as well as U.S.-based net lease and other credit strategies. CIM’s broad expertise includes in- house research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities. CIM is led by its three original founders, Richard Ressler, Avi Shemesh and Shaul Kuba (together, the “Founding Principals”), who have worked together to own and operate real assets for over 25 years. CIM’s corporate offices are headquartered in Los Angeles, California, with additional offices in major cities around the U.S. and the world, including, Atlanta, Georgia, Chicago, Illinois, Dallas, Texas,

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London, United Kingdom, New York, New York, Orlando, Florida, Phoenix, Arizona and Tokyo, Japan. CIM also maintains additional offices across the United States, as well as in South Korea, Hong Kong and the United Kingdom, to support its platform. As of December 31, 2022, CIM’s Assets Owned and Operated (“AOO”) was approximately $32.2 billion of assets across its vehicles. AOO represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication.

CIM’s results are driven by its people. CIM’s team has grown organically from its Founding Principals into an organization with over 1,000 employees, including more than 600 professionals and 17 Principals as of March 31, 2023. Each opportunity for the Fund will be overseen by a dedicated team that is responsible for taking assets from sourcing through underwriting, due diligence and Investment Committee (as defined below) approval, acquisition, management, development and disposition. As part of the process, the team will draw on CIM’s in-house real estate expertise in research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities. CIM’s deal teams are staffed with team members across departments and locations and deal teams work across CIM’s various strategies and asset types. As a result, the entire organization is focused on CIM’s strategies across all asset classes, including the Fund’s build-to-core program within CIM’s value-add strategy. An investment committee (the “Investment Committee”) comprising of a majority of the Firm’s Principals and a secondee with one legal observer and one compliance observer will be responsible for reviewing and approving proposals for the Fund’s acquisitions, development, re-development and dispositions. The Investment Committee has delegated its preliminary investment authority with respect to real estate equity investments to the Investment Committee – Preliminary Subcommittee. The full Investment Committee comprising of a majority of CIM Principals will grant final approval to move forward with an acquisition, including allowing a deposit to go non-refundable on a transaction. At any meeting of the Investment Committee, a majority of committee members, which must include all three Founding Principals, constitutes a quorum. Unanimous approval of the Founding Principals and the majority vote of all members present at an Investment Committee meeting at which a quorum is present is required for the acquisition or disposition of an investment. The size, composition and/or policies regarding quorum and/or voting privileges and the requirements of the Investment Committee may be changed from time to time.

Community-Based Strategy

CIM believes that successful development, re-development, ownership and operation of real estate and infrastructure assets benefits from strong community engagement and support. CIM is currently involved in over 135 densely populated communities across North America, which has provided, and is expected to continue to provide, CIM with a diverse, proprietary source of deal flow.

For over 25 years, CIM has principally deployed capital in its Qualified Communities, many of which encompass Opportunity Zones. Qualified Communities are distinct districts that have dedicated resources to become or are currently vibrant communities where people can live, work, shop and be entertained – all within walking distance of, or close proximity to, public transportation. These areas also generally have high barriers-to-entry, high population density, improving demographic trends and a propensity for growth. Today’s economic environment continues the trend of urbanization that the U.S. has been experiencing over the last two decades fueled by the need for efficient solutions to meet continued population growth and limited natural resources. CIM believes that many of the risks associated with acquiring, owning and operating a real asset are mitigated by accumulating local market knowledge of the community where the asset lies. CIM typically spends significant time and resources qualifying targeted communities prior to making any acquisitions. The time that CIM has spent in its Qualified Communities has historically resulted in a significant number of opportunities sourced on an “off-market” basis outside of formal or public auction processes.

Disciplined Underwriting

CIM’s disciplined underwriting approach is based on CIM’s adherence to stringent guidelines regardless of market conditions. CIM generally employs multiple underwriting scenarios, including a “long-term average” underwriting scenario and a “current market case” underwriting scenario, and underwrites all of its opportunities on both a leveraged and unleveraged basis. CIM’s experience across multiple market cycles has underscored its long-term average underwriting, which is an evaluation of each asset’s performance assuming financing, managing and

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selling the asset based on long-term historical averages. CIM believes that utilizing its multiple underwriting scenarios will assist the Fund with accurately assessing potential returns relative to the risk within a range of potential outcomes. CIM believes this underwriting discipline provides an advantage that will help the Fund to better identify and price attractive opportunities and to assess the anticipated performance and levels of risk and return that the Fund should expect from its assets.

CIM Group Organization and Operations

Led by its Founding Principals, CIM is organized into the following groups: Real Asset Services (which includes Development, Onsite Property Management, Commercial Leasing and Hospitality Services), Real Asset Management (which includes Investments, Portfolio Oversight, Capital Markets and Partner & Co-Investor Relations) and Shared Services (which includes Human Resources, Compliance, Operations, Legal and Finance). CIM also has an internal audit team that sits within the operations department.

CIM seeks to maximize the value of its holdings through active onsite property management and leasing. CIM has extensive in-house research, acquisition, credit analysis, development, finance, leasing and onsite property management capabilities, which leverage its deep understanding of metropolitan communities to position properties for multiple uses and to maximize operating income. As a vertically integrated owner and operator, CIM has in-house onsite property management and leasing capabilities. Property managers prepare annual capital and operating budgets and monthly operating reports, monitor results and oversee vendor services, maintenance and capital improvement schedules. In addition, they ensure that revenue objectives are met, lease terms are followed, receivables are collected, preventative maintenance programs are implemented, vendors are evaluated and expenses are controlled. In addition, CIM’s real assets management committee (the “Real Assets Management Committee”) reviews and approves strategic plans for each asset, including financing, leasing, marketing and property positioning, as well as hold/sell analyses and performance tracking relative to the overall business plan. CIM’s organizational structure provides for continuity through multi-disciplinary teams responsible for an asset from the time of the original investment recommendation, through the implementation of the asset’s business plan, and any repositions or ultimate disposition activities.

CIM’s Investments and Development teams are separate groups that work very closely together on transactions requiring development or redevelopment. While the Investments team is ultimately responsible for acquisition analysis, both the Investments and Development teams perform due diligence, evaluate and determine underwriting assumptions and participate in the development management and ongoing asset management of CIM’s assets under development. The Development team is also responsible for the oversight and or execution of securing entitlements and the development/repositioning process. In instances where CIM is not the lead developer, CIM’s in-house Development team continues to provide development and construction oversight to co-sponsors through a shadow team that oversees the progress of the development from beginning to end to ensure adherence to the budgets, schedules, quality and scope of the project in order to maintain CIM’s vision for the final product. Both the Investments and Development teams interact as a cohesive team when sourcing, underwriting, acquiring, executing and managing the business plan of an opportunistic acquisition. CIM’s portfolio oversight group is responsible for overseeing the composition, operations and investment priorities of all of our public and private funds, working closely with all teams involved in the fund’s and underlying asset’s lifecycles. Additionally, CIM’s Capital Markets group is responsible for, but not limited to, analyzing and accessing the public equity and public/private debt markets, maintaining and developing relationships with a wide array of financial partners to ensure CIM has consistent access to debt capital for all financing initiatives at the most favorable terms currently being offered in the marketplace, collaborating with the Investments and Portfolio Oversight groups to determine appropriate financing strategies and validating debt assumptions for all potential investments, soliciting and negotiating term sheets from CIM’s capital markets partners for all asset and corporate financing initiatives, collaborating with the Investments group, Accounting, Legal and Insurance to ensure financing transactions close on time and are consistent with CIM’s financing guidelines, overseeing and coordinating all asset and fund level hedging activities, monitoring and assessing potential counterparty risks with any financing partners. The group also stays abreast of current capital markets conditions and alert internal stakeholders regarding potential changes that could impact investment decisions and strategies, staying current on public and private competitors and M&A trends and maintain dialogue with bankers to source potential deals and along with Partner & Co-Investor Relations collaborating with executive

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management at key banking partners to facilitate the onboarding of CIM funds to bank wealth management platforms.

Fund Strategy

Overview

As of March 31, 2023, the Fund has investments in 18 assets with an aggregate as of date cost of $1.6 billion. The Fund’s strategy is to invest in entities that develop, re-develop, own and operate substantially diversified real estate and real estate-related assets in metropolitan markets primarily located throughout the United States and its possessions solely in Opportunity Zones. CIM believes that the critical mass of development and re-development in Opportunity Zones creates positive externalities, which enhance the value of Opportunity Zone real estate assets. CIM will target development and redevelopment of infrastructure and real estate assets in Opportunity Zones through CIM’s extensive network and its current opportunistic activities. The Fund’s portfolio investments relating to a particular project are typically held through a subsidiary of the Fund that holds a majority interest and is the sole manager or co-manager of the project. In cases where the Fund is a co-managing member, all decisions made with respect to that portfolio asset require the consent of the Fund or its General Partner. For a list of portfolio assets, see “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Portfolio Information.”

CIM believes that these assets will provide greater returns than similar assets as a result of the improving demographics, public commitment, and significant private investment that characterize these areas, including opportunistic capital deployment made or intended to be made by CIM therein. CIM believes that further incremental value creation will result from the enhancement of the portfolio of underlying assets as a result of CIM’s active management.

CIM believes the Fund’s build-to-core program within its value-add strategy in improving markets facilitates investments in development and repositioning transactions that, while potentially resulting in a lower short-term return than what is required by a typical opportunistic vehicle, maximizes long-term returns as substantial asset value has historically been created through the rent growth and improved investment liquidity that develops over time in maturing submarkets.

Qualified Communities Selection Process

CIM’s community qualification is a key consideration when making an acquisition decision. Since 1994, CIM has qualified 135 communities in high barrier-to-entry markets and has owned and operated assets in 75 of these Qualified Communities many of which encompass Opportunity Zones. When identifying potential acquisitions, the Fund generally will source opportunities within the Opportunity Zones in Qualified Communities identified by CIM. The communities are located in both primary and secondary metropolitan centers, which can encompass transitional metropolitan districts and growth markets adjacent to Central Business Districts (“CBDs”) and/or well-established, thriving metropolitan areas including major CBDs. By focusing its capital deployment in Opportunity Zone assets in the Qualified Communities identified by CIM, the Fund expects to benefit from CIM’s experience in building and monitoring its existing portfolio of commercial real estate assets as well as leveraging its established network of relationships.

We intend to focus on transitional metropolitan districts and adjacent growth markets and thriving metropolitan areas. When considering investments in these areas, the qualification criteria employed by CIM includes analyzing for positive population growth and trends, broad public support for CIM’s business plans in the community and the potential to deploy a minimum of $100 million of opportunistic equity into the Qualified Community within five years. Additionally, for transitional metropolitan districts and adjacent growth market, CIM looks to fill underserved niches in the community’s real estate infrastructure. For thriving metropolitan areas, CIM looks for opportunities to capitalize on pricing that has fallen below intrinsic value.

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Acquisition Process

CIM intends to employ an acquisition process on behalf of the Fund that is similar to that of its previous real estate and infrastructure funds. CIM intends to follow a clearly defined and disciplined acquisition process that it believes enables it to identify and select attractive assets and to quantify and mitigate relative risk factors. This process carries an asset through its entire lifecycle, spanning all stages including sourcing, research, underwriting, financing, acquisition, development, management and disposition.

Sourcing of Opportunities

The Fund expects to utilize CIM’s in-depth knowledge of its Qualified Communities and its broad network of relationships to identify and acquire properties at what CIM believes to be a discount to their intrinsic (i.e., expected long-term) values in Opportunity Zones. CIM has developed an extensive network of relationships, including owners, lenders, special servicers, financial intermediaries and other industry participants, from which it cultivates these off-market or limited auction opportunities. CIM believes that it has, over many years, earned a reputation as both a fair transaction partner and a reliable closer, and believes that it has become a preferred buyer within many of its Qualified Communities.

Underwriting

CIM’s Investments team is responsible for the underwriting and due diligence of an asset and underwriting scenarios when evaluating potential acquisition opportunities.

After a potential acquisition is identified, CIM conducts a thorough property-level review with a multi-disciplinary team led by one of its Principals. In preparing financial projections, CIM first reviews historical property performance and then makes adjustments to reflect changes deemed appropriate or necessary based on CIM’s review. CIM also prepares a capital budget based on its analysis of the property’s physical condition in consideration of current and anticipated uses. Acquisition recommendations are presented to the Investment Committee for both preliminary and final approval. Preliminary approvals occur early in the due diligence process and include a well-conceived draft of the business plan for the proposed acquisition. Preliminary approvals occur early in the due diligence process and include a well-conceived draft of the business plan for the proposed acquisition. Final approval includes a review of additional due diligence findings and the final business plan, schedule and budget for the proposed acquisition and a grant of authority to execute the proposed transaction.

Real Assets Management

In order to maximize the value of acquisitions once they are owned by its vehicles, CIM enhances the value of its assets through active management, which leverage its deep understanding of metropolitan communities to position properties for multiple uses and to maximize operating income. Additionally, the investment team that sourced and underwrote the acquisition remains heavily involved with the Portfolio Oversight group to oversee each asset’s business plan execution, working closely with CIM’s team of over 357 onsite property managers to help ensure original underwriting expectations are met or any subsequent deviation with respect to the property is properly addressed.

Disposition

CIM actively monitors all assets by performing a periodic hold/sell analysis that evaluates the potential risks associated with continuing to hold the property as compared to selling the property in the current market, based on CIM’s estimate of its current market price, and potentially redeploying the capital received therefrom in new real asset opportunities. Among other factors, CIM evaluates market cycles, capital markets, projected cash yields and local real estate market conditions when performing a hold/sell analysis. CIM currently contemplates that Portfolio Assets will not be sold before investors have had the opportunity to avail themselves of the Ten-Year Benefit (as defined in “Risk Factors—Investors must make appropriate timely investments and elections in order to take advantage of the tax benefits of a QOF”). “Portfolio Assets” are assets that are held indirectly by the Partnership through investments in limited liability companies, from time to time, including interests in individual real estate assets and/or real estate portfolios and infrastructure assets and businesses or similar assets or interests.

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Alternatively, the Fund may realize liquidity by means of the completion of one or more public offerings or other listings, whereby all or a portion of the interests in the Fund (or a successor vehicle or additional entity or entities utilized to implement such an offering) are sold. See “Item 1A. Risk Factors – Capital Contributions made to the Partnership by a Limited Partner in respect of each Capital Commitment will be subject to the Lock-Up Period.”

Portfolio Information

The following table describes our infrastructure and real estate assets as of March 31, 2023 (dollar amounts in thousands):

Investment Description	Acquisition Date	Cost		Material Asset Level Encumbrances (1)		Asset Description	Occupancy		Material Leases/Power Purchase Agreements
Operational Assets
Solar — Lemoore, CA	12/13/2019	$	56,385	$	13,100	Solar Energy Plant with 250 megawatt ("MW") alternating current ("AC") capacity	N/A		50 MW capacity committed to a California-based Community Choice Aggregator until December 31, 2036 by way of a Power Purchase Agreement. The remaining MW AC capacity generates revenue based on spot market sales.
Solar — Lemoore, CA	12/13/2019	$	11,182	$	—	Energy Transmission with 1,150 MW distribution capacity	N/A		Revenue generation based on spot market sales
Office — Dallas, TX	6/4/2021	$	76,690	$	70,900	472,495 square feet ("SF") Grade - A office space with 15,707 SF retail space	92	%	450,000 SF of the office space is leased to a publicly traded technology company until December 31, 2032.
Multifamily — Washington D.C.	7/27/2021	$	58,033	$	59,000	301 residential units with 18,269 SF commercial space	84	%	Residential units leased for 12-month leases with individual tenants. Commercial space is fully leased to a pre-school operator until August 31, 2036.
Office — Los Angeles, CA	5/10/2022	$	11,987	$	—	16,000 SF office with 3,557 SF retail space	100	%	The entire space is leased to a member-only social club until December 31, 2032.

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(1)Represents the Fund’s proportional share of asset level debt as of March 31, 2023, which is included in the Fund’s net equity investment within Investments - at fair value in the statements of net assets.

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The following table describes our infrastructure and real estate assets under development as of March 31, 2023 (dollar amounts in thousands):

Investment Description	Acquisition Date	Cost		Material Asset Level Encumbrances		Asset Description
Assets Under Development
Office — Los Angeles, CA	10/1/2019	$	64,046	$	—	90,885 SF office with a 273-space parking structure
Office — Los Angeles, CA	1/4/2021	$	40,869	$	—	55,693 SF office - adaptive reuse of a 9,000 SF theatre space
Office — Los Angeles, CA	12/2/2021	$	6,876	$	—	9,074 SF office - 6,859 SF parking
Solar — Lemoore, CA (1)	4/20/2022	$	367,003	$	—	Solar Energy Plant with 150 MW (AC) capacity and 135 MW battery energy storage system ("BESS")
Solar — Lemoore, CA (2)(3)	12/7/2022	$	557,540	$	75,000	Solar Energy Plant with 250 MW (AC) capacity and 225 MW BESS
Hotel — Atlanta, GA	6/30/2022	$	110,000	$	—	292 Key Hotel and 147 parking spaces
Multifamily — Atlanta, GA	6/30/2022	$	110,000	$	—	304 residential units, 491 parking spaces and 16,480 SF of retail space
Multifamily — Los Angeles, CA	6/1/2022	$	57,062	$	—	90,244 SF residential (109 units) and 14,657 SF retail space
Multifamily — Los Angeles, CA	6/1/2022	$	12,917	$	—	20,271 SF residential (24 units) and 1,111 SF retail space
Multifamily — Los Angeles, CA	6/1/2022	$	11,534	$	—	57,287 SF residential (74 units) and 9,150 SF retail space
Office — Los Angeles, CA	3/15/2023	$	17,146	$	—	111,000 SF residential (168 units) and 40,000 SF retail space
Multifamily — Los Angeles, CA	3/30/2023	$	23,000	$	—	79,529 SF residential (146 units) and 8,181 SF of retail space
Office — Los Angeles, CA	3/1/2023	$	7,857	$	—	42,000 SF creative office and 6,000 SF of retail space

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(1)The Fund owns an 87.5% equity interest in the asset; the remaining 12.5% is owned by an affiliate vehicle managed by CIM. Based on CIM's projections as of March 31, 2023, the Fund expects to invest up to $63.2 million of additional capital as its pro rata share of the remaining costs to complete the project. CIM anticipates that the Fund will meet these capital requirements from a mix of sources including, but not limited to, its existing equity, future inflows of equity, and any asset/Fund level debt. Based on the most recent evaluation of the business plan, CIM projects that the asset could become operational by the end of the fourth quarter of 2023.

(2)The Fund owns a 100% equity interest in the asset. Based on CIM's projections as of March 31, 2023, the Fund expects to invest up to $201.9 million of additional capital to complete the project. CIM anticipates that the Fund will meet these capital requirements from a mix of sources including, but not limited to, its existing equity, future inflows of equity, and any asset/Fund level debt. Based on the most recent evaluation of the business plan, CIM projects that the asset could become operational by the end of the fourth quarter of 2023.

(3)Investment has a loan agreement with an affiliated vehicle managed by CIM (the “Lender”) in the principal amount of up to $75.0 million, of which the Fund’s proportional share of asset level debt is included in the Fund's net equity investment within Investments - at fair value in the statements of net assets. As of March 31, 2023, the loan amount outstanding was $75.0 million. Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment.

Senior Management Team

The Fund will leverage the operating and industry experience of CIM’s senior management team, Portfolio Oversight and Investment professionals, as well as their relationships, to source acquisitions and execute business plans. Each opportunity for the Fund will be assigned to a focused team responsible for managing the asset from sourcing through underwriting, due diligence, acquisition, development, management and disposition. As part of this process, the team will draw upon CIM’s deep network of relationships throughout Opportunity Zones in CIM’s Qualified Communities and utilize its in-house, vertically integrated expertise in market research, urban planning, community relations, asset acquisition, engineering, legal, finance, development, re-development, construction, leasing and management.

Term

The Partnership will continue in existence indefinitely, but may be dissolved and wound up (i) at any time by the General Partner in its sole discretion, (ii) upon the bankruptcy, termination, dissolution or redemption of the General Partner, (iii) with the consent of Limited Partners representing both (x) 75% in interest of the Limited Partners and (y) a majority of the Limited Partners by number or (iv) the entry of a decree of dissolution with respect to the Partnership. Upon a dissolution of the Partnership, redemptions will be suspended and no distributions will be made until the final distribution.

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Investment Company Act of 1940

The Fund relies on the Section 3(c)(5)(C) exemption from the registration requirements of the 1940 Act. To qualify for the exemption pursuant to Section 3(c)(5)(C), the Partnership or one or more feeder funds or other intermediate entities affiliated with the General Partner that are established for the purpose of participating in the Partnership (each a “Feeder Fund”), as applicable, generally will be required to hold at least (i) fifty-five percent (55%) of its assets in “qualifying” real estate assets and (ii) eighty percent (80%) of its assets in “qualifying” real estate assets and real estate-related assets.

The Fund intends to manage the portfolio in a manner to ensure that the exemption pursuant to Section 3(c)(5)(C) remains available. The Agreement contains representations and restrictions on transfer designed to ensure that conditions pursuant to the Section 3(c)(5)(C) exemption will be met.

Emerging Growth Company and Smaller Reporting Company

We are and we will remain an “emerging growth company” as defined under The Jumpstart Our Business Startups Act, or the JOBS Act, until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1,235,000,000, (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities or (iv) the date on which we are deemed a “large accelerated filer” with at least $700 million in public float) under the Exchange Act.

As an “emerging growth company,” we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

•reduced disclosure about our executive compensation arrangements;

•no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

•exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We have taken advantage of some of these reduced burdens, and thus the information we provide you may be different from what you might receive from other public companies in which you hold securities.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period.

Notwithstanding the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company (as discussed above), an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company and that had a public float of less than $250 million or annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered a smaller reporting company, at such time as we cease being an emerging growth company, the disclosure we will be required to provide in our SEC filings will increase, but it will still be less than it would be if we were not considered either an emerging growth company or a smaller reporting company. Specifically, similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings,

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including, among other things, only being required to provide two years of audited financial statements in annual reports.

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ITEM 1A.               RISK FACTORS

Certain General Risks of Participating in the Fund

No assurance can be given as to the Fund’s ability to choose, make and realize assets or that the Fund will be able to implement its strategy or achieve its objective.

There can be no assurance that the Fund will be able to generate returns for its Limited Partners or that the returns will be commensurate with the risks of owning and operating the type of real estate described herein. With respect to actual Portfolio Assets, realization of an asset before the end of its projected life may materially alter the actual returns realized by the Fund. Actual returns to Limited Partners in the Fund may be materially different than the target returns. The Fund will pay Management Fees and will bear other fees described herein and all expenses related to its operations. All such fees and expenses will reduce the actual returns to Limited Partners. Most of the fees and expenses will be paid regardless of whether the Fund produces positive returns. If the Fund does not produce significant positive returns, these fees and expenses could reduce the amount of the capital recovered by a Limited Partner to an amount less than the amount contributed to the Fund by such Limited Partner. There can be no assurance that any Limited Partner will receive any distribution from the Fund or a return of its contributed capital. Accordingly, participating in the Fund should only be considered by persons who can afford a loss of their entire investment. Past performance of entities associated with CIM is not necessarily indicative of future results and provides no assurance of future results.

The Fund may participate in a limited number of assets, and, as a consequence, the aggregate return of the Fund may be substantially and adversely affected by the unfavorable performance of even a single asset.

Limited Partners have no assurance as to the degree of diversification in the Portfolio Assets, either by sector, geographic region or asset type. To the extent the Fund concentrates its holdings in particular properties, asset classes or geographic regions, its overall performance may become more susceptible than a more widely diversified fund to fluctuations in value resulting from adverse economic and business conditions with respect thereto. Such concentration may involve risks greater than those generally associated with more diversified funds, including significant fluctuations in returns. Such larger assets may also give rise to a need or desire for CIM to offer and/or allocate a portion of such opportunities to co-investors (including co-investment vehicles and/or Limited Partners), other partners of CIM and/or other third parties, which arrangements may give rise to additional risks and conflicts of interest relating to the Fund’s objectives and the allocation of opportunities.

The activity of identifying, acquiring, owning, developing or re-developing, and operating Opportunity Zone investments is generally expected to be highly competitive, and involves a high degree of risk and uncertainty.

The Fund may compete for suitable assets with other funds, as well as individuals, companies, strategic buyers, publicly traded real estate investment trusts (“REITs”), financial institutions, other institutional investors, sovereign wealth funds, hedge funds and investment funds associated with other financial sponsors or institutional investors, private equity and debt investors and credit vehicles. Further, recently, a number of real estate funds and REITs have been formed for the purpose of investing in Opportunity Zones. Additional real estate funds, vehicles and REITs with similar objectives may be formed in the future (resulting in larger funds and vehicles). CIM believes that Opportunity Zone real estate and infrastructure assets remain an attractive sector and firms that have successful track records in exploiting opportunities within regions that are now classified as Opportunity Zones continue to raise capital, which further increases the competition for attractively priced real estate assets. Some of these competitors may have more relevant experience, greater financial resources and more personnel than the Fund and CIM. It is possible that competition for appropriate opportunities may increase, which may also require the Fund potentially to participate in auctions more frequently. The outcome of these auctions cannot be guaranteed, thus potentially reducing the number of opportunities available to the Fund and potentially adversely affecting the terms, including price, upon which acquisitions can be made. There can be no assurance that the Fund will be able to locate, consummate and operate assets that satisfy the Fund’s return target objectives or that the Fund will be able to deploy fully its committed capital. In addition, CIM’s strategies in certain prospective assets may depend on its ability to enter into satisfactory relationships with joint venture or operating partners. There can be no assurance that CIM’s current relationship with any such partner or operator will continue (whether on currently applicable terms or

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otherwise) with respect to the Fund or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to the Fund.

The success of the Fund depends in substantial part upon the skill and expertise of the personnel at CIM.

There is ever increasing competition among real estate managers and other industry participants for hiring and retaining qualified professionals, and there can be no assurance that these key professionals will continue to be associated with CIM throughout the life of the Fund. The loss of key personnel could have a material adverse effect on the Fund. There can be no assurance that CIM’s personnel will not be solicited by and join competitors or other firms and/or that CIM will be able to hire and retain any new personnel that it seeks to add to its team. None of CIM, the Fund, the General Partner nor the Manager currently intends to maintain key man life insurance with respect to any of the officers or employees of the General Partner or the Manager.

While CIM’s core group of professionals are expected to devote such business time to the activities of the Fund (and other vehicles that deploy capital alongside therewith) as is necessary to conduct the business and affairs of the Fund in an appropriate manner, such professionals may work on other projects for and have other responsibilities at CIM and its affiliates, and, therefore, conflicts of interest may arise in allocating management time, services or functions, and the ability of CIM and its professionals working on the Fund to access other professionals and resources within CIM for the benefit of the Fund may be limited. Such access may also be limited by the internal compliance policies of CIM or other legal or business considerations, including those constraints generally discussed herein.

Analyses and decisions by the General Partner may frequently be required to be undertaken on an expedited basis to take advantage of opportunities.

In such cases, the information available to the General Partner at the time of making a decision may be limited, and the General Partner may not have access to detailed information regarding the potential acquisition, such as physical and structural condition and characteristics, environmental matters, zoning regulations or other local conditions affecting a Portfolio Asset. Therefore, no assurance can be given that the General Partner, the Manager, CIM and their respective affiliates will have knowledge of all circumstances that may adversely affect a Portfolio Asset. In addition, the General Partner, the Manager, CIM and their respective affiliates expect to rely upon independent consultants in connection with its evaluation of proposed acquisitions. No assurance can be given as to the accuracy or completeness of the information provided by such independent consultants and the Fund may incur liability as a result of such consultants’ actions.

The Units have not been registered under the Securities Act, the securities laws of any U.S. state or the securities laws of any other jurisdiction, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and any other applicable securities laws, or an exemption from such registration thereunder is available. Our units are not listed, and we do not intend to list our units, on an exchange, nor are our units quoted through a quotation system.

The Units have not been registered under the Securities Act, the securities laws of any U.S. state or the securities laws of any other jurisdiction, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and any other applicable securities laws or an exemption from such registration thereunder is available. Additionally, our units are illiquid investments for which there is not a secondary market nor is it expected that any such secondary market will develop in the future. We do not intend to list our units on a national securities exchange. Each Limited Partner will be required to represent that it is a qualified investor under applicable securities laws and that it is acquiring its Units for investment purposes and not with a view to resale or distribution in violation of securities laws and that it will only sell and transfer its Units in a manner permitted by the Partnership Agreement and consistent with such laws. A Limited Partner will not be permitted to assign, sell, exchange, mortgage, pledge or transfer any of its interest, rights or obligations with respect to its Units, without the prior written consent of the General Partner, which consent may be given or withheld in the sole and absolute discretion of the General Partner. Redemptions from the Partnership with respect to the Units will not be permitted during the Lock-Up Period. Limited Partners must be prepared to bear the risks of owning Units for an extended period of time. Notwithstanding the foregoing, subject to the requirements of applicable law, the General Partner may assign,

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pledge or otherwise transfer its respective interest as general partner, and the Manager may assign, pledge or otherwise transfer its interest as manager, in each case to its affiliates or to third parties as described in the Partnership Agreement or the Management Agreement, respectively. See “Description of Registrant’s Securities to be Registered—Redemptions.”

Capital Contributions made to the Partnership by a Limited Partner in respect of each Capital Commitment will be subject to the Lock-Up Period.

Upon the expiration of the Lock-Up Period applicable to a Limited Partner’s Units, such Limited Partner will have the right to request a redemption of all or a portion of its Units with respect to each Capital Commitment (as defined below) of a Limited Partner, as of each calendar quarter-end beginning with the first calendar quarter-end following the applicable Lock-Up Period, or at such other times, and on such other terms as conditions, as may be determined by the General Partner in its sole discretion (each, a “Redemption Date”) and each redemption request will be processed in accordance with the Partnership’s quarterly redemption process. The minimum initial capital commitment (each a “Capital Commitment”) from a Limited Partner is $5 million, although the General Partner reserves the right to accept lesser commitments at its sole discretion. Requests for redemptions must be delivered to the General Partner in writing no later than the last calendar day of the calendar quarter immediately preceding the Redemption Date on which such redemption is to take place. Requests for redemptions for 100% of a Limited Partner’s Units may be made regardless of the value of such Units. Requests for a partial redemption of the Units attributable to a Limited Partner may only be made in increments of $500,000, except that such incremental requirement may be waived by the General Partner in its sole discretion. The Redemption Price will be paid only to the extent that the Partnership has sufficient cash available to honor the redemption requests as of the applicable Redemption Date, as determined in the sole discretion of the General Partner, which available cash may be comprised of capital contributions from subsequent closing Limited Partners following the applicable Lock-Up Period, borrowings against stabilized Portfolio Assets, current income on Portfolio Assets, generally after investors expecting Opportunity Zone benefits have had the opportunity to utilize those benefits, the disposition of stabilized Portfolio Assets and/or the completion of Liquidity Event.

The General Partner currently contemplates that Portfolio Assets will not be sold until the first investors in the Partnership are eligible for the election to exclude gains from gross income pursuant to the Ten-Year Benefit with respect to their entire interests in the Partnership (i.e., ten years after the last capital call with respect to such interests), though no guarantee can be given in this regard and in certain circumstances the Partnership may sell assets before some or all investors are able to avail themselves of such election. Moreover, since the Portfolio Assets are intended to be held by the Fund long-term, the Fund is generally not expected to generate cash from disposing of Portfolio Assets which could be used to fund such redemptions. Similarly, the Fund will not be obligated to sell any property or assets, borrow funds, cease acquisition activities, reduce reserves or jeopardize the status of any REIT Subsidiary (as defined below) in order to satisfy any redemption request. The Fund may hold assets directly or indirectly through one or more entities that are classified as partnerships or corporations for U.S. federal income tax purposes. The Fund may also indirectly hold assets through one or more subsidiaries (each, a “REIT Subsidiary”) that elects to be taxed as a REIT under the applicable provisions of the Code, in each case, as determined by the General Partner. To the extent that a valuation adjustment with respect to any Redemption Price is identified pursuant to an annual audit of the Partnership’s books, the General Partner will identify the calendar quarter in which such value adjustment occurred and will adjust the Redemption Price of the affected Limited Partners who withdrew and received distributions in respect of such redemption in such fiscal year.

If sufficient cash is not available to meet all requested redemptions as of a given Redemption Date, as determined by the General Partner in its sole discretion, the Partnership will, to the extent of available cash as determined by the General Partner in its sole discretion, distribute redemption proceeds in respect of the Units attributable to all Limited Partners that have requested a redemption no later than the last calendar day of the calendar quarter immediately preceding the Redemption Date on which such redemption is to take place out of available cash on a pro rata basis (based on the number of outstanding Units held by each redeeming Limited Partner). To the extent that redemption requests with respect to less than the requested amount of Units to be redeemed are met, the Limited Partner will be deemed to have made a redemption request at the next scheduled Redemption Date and the Units attributable to such Limited Partner will be fully redeemed, subject to the foregoing limitations on available cash, prior to redeeming Units attributable to any other Limited Partners that initially request

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to be redeemed at a subsequent Redemption Date, unless the Limited Partner indicates that such Limited Partner is no longer seeking a redemption at least sixty (60) calendar days prior to the next Redemption Date and the General Partner determines, in its sole discretion, to permit a revocation of such prior redemption requests. Therefore, there can be no assurances as to when a Limited Partner may be able to completely redeem from the Fund any amount included in its redemption request. Moreover, the General Partner may suspend the redemption privilege, and the valuation of the Partnership’s NAV if it determines, in its sole discretion, that such suspension is warranted for reasons, including when one or more redemptions would result in: (i) a violation of any agreement, law, regulation or policy applicable to the Partnership, the General Partner, the Manager or any of their respective affiliates; (ii) any adverse tax implications on the Partnership or any subsidiary thereof; (iii) the assets of the Partnership being deemed to constitute “plan assets” of any plan, account or arrangement for purposes of ERISA (as defined below); (iv) a breach or default under any covenant in any agreement entered into by the Partnership for borrowing; (v) the status of any REIT Subsidiary being jeopardized as qualifying as a REIT or a “domestically controlled” REIT within the meaning of Section 897(h)(2) of the Code; or (vi) upon the dissolution of the Partnership pursuant to the Partnership Agreement. See “Description of Registrant’s Securities to be Registered—Redemptions.”

The General Partner and the Manager may, in their discretion, undertake a Liquidity Event in connection with the Fund.

The final terms of a Liquidity Event, and of any restructuring transaction necessary to implement such Liquidity Event, will be determined in the discretion of the General Partner and the Manager and will be based on financial and business considerations and prevailing market conditions at the time of the Liquidity Event. No assurance can be given that the economic value received as a result of such Liquidity Event will be as favorable to the Limited Partners as the economic value attributable to the Units prior to such Liquidity Event and no assurance can be provided that such restructuring will not result in adverse tax or financial consequences to Limited Partners. Due to certain legal, tax, regulatory and/or other consideration, certain Partners may be unable to participate in a Liquidity Event. In addition, the Fund could face contractual, regulatory and/or market constraints on its ability to effect a Liquidity Event.

Although the Fund is intended to be a perpetual-life vehicle, the Fund may acquire Portfolio Assets that may not be disposed of prior to the date the Fund is dissolved.

As a result of dissolution, the Fund may be required to sell, distribute or otherwise dispose of Portfolio Assets at a disadvantageous time. In addition, there can be no assurance with respect to the time frame in which the winding up and the final distribution of proceeds to the Limited Partners will occur. The Fund or any vehicle or entity in which it owns an interest may be listed on a stock exchange in the future and may continue to be managed by CIM.

The General Partner and the Manager will have exclusive responsibility for the Fund’s activities, and, other than as may be set forth herein and in the Partnership Agreement and the governing documents of any other fund entity, Limited Partners will not be able to make decisions concerning the management of the Fund.

Limited Partners have no rights or powers to take part in the management of the Fund or make decisions and may not receive the amount of any financial information relating to Portfolio Assets that is generally available to the General Partner and the Manager. Limited Partners will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the acquisitions by the Fund (even if prior to January 21, 2019 (the “Initial Closing”) the Fund has entered into commitments to make permitted acquisitions). The General Partner will generally have sole and absolute discretion in structuring, negotiating and purchasing, financing and eventually divesting Portfolio Assets on behalf of the Fund (subject to specified exceptions). No assurance can be given that the Manager will be able to identify and obtain a sufficient number of opportunities to deploy the full amount of capital that may be committed to the Fund, including any leverage financing obtained by the Fund, or that the objectives of the Fund will be achieved. The activity of identifying, completing and realizing attractive real estate and real estate-related assets is highly competitive and involves a high degree of uncertainty and risk. Further, the Incentive Allocation to be made to the General Partner may create an incentive for the General Partner to make acquisitions that are riskier or more speculative than would be the case in the absence of such performance allocation.

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Furthermore, changes in CIM’s broader business and financial condition, whether due to a significant general economic downturn or legal or regulatory factors or other circumstances, could have a material adverse effect on the Fund. Accordingly, no person should purchase Units unless such person is willing to entrust all aspects of the management of the Fund to the General Partner and the Manager.

The Fund may enter into third-party contracts to provide asset-level services or other operations to a Portfolio Asset.

As a result, the Fund may not have an active role in the day-to-day management of the Portfolio Assets. Although the Portfolio Asset would generally have the ability to replace any such operator, the failure of such an operator to adequately perform operations, an operator’s breach of the applicable agreements, or an operator’s failure to act in ways that are in the Portfolio Asset’s best interest, could have a material adverse effect on the Portfolio Asset’s financial condition or results of operations. The failure of the operator to make decisions, perform its services, discharge its obligations, deal with regulatory agencies or comply with laws, rules and regulations affecting the particular property, including environmental laws and regulations, in a proper manner could result in material adverse consequences to the Portfolio Asset and adversely affect the Portfolio Asset’s financial condition or results of operations. Should an operator fail to perform under any applicable agreements between it and the Portfolio Asset, the Portfolio Asset may need to find a replacement manager. A Portfolio Asset may not be able to replace the operator, or do so on a timely basis, or if the Portfolio Asset is able to find a replacement operator, the replacement operator may demand terms that are unfavorable to the Portfolio Asset.

To the extent that day-to-day operation of a Portfolio Asset is not contracted to third-party managers, each Portfolio Asset’s day-to-day operations will be the responsibility of such Portfolio Asset’s management team. There can be no assurance that the existing management team, or any successor, will be able to operate the Portfolio Asset in accordance with the Fund’s plans and objectives.

In connection with the disposition of a Portfolio Asset, the Fund may be required to make certain representations about the business, financial affairs and other aspects (such as property, tax, insurance and litigation) of such Portfolio Asset typical of those made in connection with the sale of a business.

Although the Fund will attempt to structure transactions so that it does not have to do so, the Fund also may have certain indemnification obligations to the extent that any such representations are inaccurate or with respect to certain potential liabilities. These arrangements may result in the incurrence of contingent liabilities which might ultimately have to be funded by the Limited Partners to the extent of their unfunded Capital Commitments, or, in some cases, the Fund may have to reserve for such contingencies or for which the General Partner may establish reserves or escrow accounts. Furthermore, under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), Limited Partners that receive distributions in violation of such Delaware LP Act will, under certain circumstances, be obligated to recontribute such distributions to the Fund.

In addition, at the time of disposition of a Portfolio Asset, a potential buyer may claim that it should have been afforded the opportunity to purchase the Portfolio Asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosures made, if such buyer is passed over in favor of another as part of the Fund’s efforts to maximize sale proceeds. Similarly, buyers of Portfolio Assets may later sue the Fund under various damage theories for losses associated with latent defects or other problems not uncovered in due diligence.

Before making an investment in Portfolio Assets, the General Partner, the Manager and/or their respective affiliates will typically conduct due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each potential acquisition. Due diligence may entail evaluation of important and complex business, financial, tax, accounting, environmental and legal issues.

Outside consultants, legal advisors, accountants, investment banks and other third parties may be involved in the due diligence process to varying degrees depending on the type of asset, the costs of which will be borne by the Fund. Such involvement of third-party advisors or consultants may present a number of risks primarily relating to the General Partner’s reduced control of the functions that are outsourced. In addition, if the General Partner, the Manager and/or their respective affiliates are unable to timely engage third-party providers, their ability to evaluate

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and make more complex acquisitions could be adversely affected. When conducting due diligence and making an assessment regarding a potential acquisition, the General Partner, the Manager and/or their respective affiliates will rely on the resources available to it, including information provided by the seller of the asset and, in some circumstances, third-party investigations. The due diligence investigation that the General Partner, the Manager and/or their respective affiliates carry out with respect to any opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such opportunity. Moreover, such an investigation will not necessarily result in the Portfolio Asset being successful. There can be no assurance that attempts to provide downside protection with respect to Portfolio Assets, including pursuant to risk management procedures, will achieve their desired effect and potential Limited Partners should regard participation in the Fund as being speculative and having a high degree of risk.

There can be no assurance that the Fund will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase or during its efforts to monitor the Portfolio Assets on an ongoing basis or that any risk management procedures implemented by the Manager will be adequate. In the event of fraud by any Portfolio Asset or any of its affiliates, the Fund may suffer a partial or total loss of capital deployed in such Portfolio Asset. An additional concern is the possibility of material misrepresentation or omission on the part of a seller of a potential asset or its affiliate. Such inaccuracy or incompleteness may adversely affect the value of the Portfolio Asset. The Fund will rely upon the accuracy and completeness of representations made by Portfolio Assets and/or their former owners in the due diligence process to the extent reasonable when it makes Portfolio Assets, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to the Fund may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment.

The General Partner, the Manager and/or their respective affiliates may determine the suitability of assets based in part on the basis of financial projections for such assets.

Estimates or projections of market conditions and supply and demand dynamics are key factors in evaluating potential opportunities and valuing properties, portfolio entities and related assets. The General Partner, the Manager and/or their respective affiliates will generally establish the capital structure of Portfolio Assets on the basis of financial projections for such properties. Projected operating results will often be based on management judgments. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse impact on the reliability of such projections. Assumptions or projections about asset lives, the stability, growth or predictability of costs, demand or revenues generated by an asset or other factors associated therewith may, due to various risks and uncertainties including those described herein, differ materially from actual results. Certain Portfolio Assets, as well as the Fund, the General Partner, the Manager and/or their respective affiliates, will from time to time rely on the reports of consultants when evaluating the condition of real estate or real estate-related assets, infrastructure assets or other elements of a Portfolio Asset. The actual condition of the Portfolio Assets or other elements of a Portfolio Asset may be worse than anticipated, requiring adjustments such as additional capital or maintenance expenditures which may not be recoverable, allocable to counterparties or economic from a stand-alone perspective and could result in additional expenses for the Portfolio Asset and lower than expected returns to the Fund.

In light of the Fund’s strategy and the need to be able to deploy capital quickly to capitalize on potential opportunities, the Fund may from time to time maintain cash at the fund level pending deployment into Portfolio Assets, which may at times be significant.

Such cash may be held in an account of the Fund for the benefit of the Limited Partners or may be deployed in short-term or medium-term money market accounts or other similar temporary instruments as reasonably determined by the General Partner. In the event the Fund were unable to find suitable opportunities, such cash may be maintained at the fund level for longer periods which would be dilutive to overall returns. It is not anticipated that the temporary deployment of such cash into money market accounts or other similar temporary instruments pending deployment into Portfolio Assets will generate significant interest, and Limited Partners should understand that such low interest payments on the temporarily deployed cash may adversely affect overall fund returns.

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While the Fund intends to make distributions in cash, it is possible that certain distributions may be made in kind.

Any in-kind distributions, subject to the Fund Documents, could consist of (i) securities for which there is no readily available public market and/or with respect to which there are substantial transfer restrictions or (ii) securities of entities unable to perform under contractual obligations. Widespread holding of Portfolio Assets may entail a significant administrative burden to Limited Partners. In addition, the direct holding of certain Portfolio Assets may subject the holder to certain liabilities or taxes.

We qualify as an “emerging growth company” as well as a “smaller reporting company.” The reduced public company reporting requirements applicable to emerging growth companies and smaller reporting companies may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” as defined under the JOBS Act. We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1,235,000,000, (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities or (iv) the date on which we are deemed a “large accelerated filer” with at least $700 million in public float) under the Exchange Act.

As an “emerging growth company,” we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

•only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;

•reduced disclosure about our executive compensation arrangements;

•no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and

•exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We may choose to take advantage of some, but not all, of the available exemptions, and thus the information we provide you may be different from what you might receive from other public companies in which you hold securities who do not make this election and therefore may not be comparable. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period.

We are also a “smaller reporting company,” meaning that we are not an investment company (as discussed above), an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company and that had a public float of less than $250 million or annual revenues of less than $100 million during the most recently completed fiscal year. In the event that we are still considered a smaller reporting company, at such time as we cease being an emerging growth company, the disclosure we will be required to provide in our SEC filings will increase, but it will still be less than it would be if we were not considered either an emerging growth company or a smaller reporting company. Specifically, similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain

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other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

Our Manager faces conflicts of interest with CIM and its affiliates, which could result in a disproportionate benefit to CIM or its affiliates.

There may be conflicts of interest in allocating real estate opportunities to the Fund. There may be a significant overlap in the assets and strategies between the Fund and other funds operated by CIM, and many of the same investment personnel will provide services to both the Fund and other CIM entities. Further, the Manager may in the future operate funds, vehicles and ventures that have overlapping objectives with the Fund and therefore may compete with the Fund for opportunities. The ability of the Manager, its officers and employees to engage in other business activities, including the operation of other vehicles operated by CIM or its affiliates, may reduce the time the Manager spends managing our activities.

The Agreements do not prevent the Manager from operating additional real estate or infrastructure assets or participating in other real estate opportunities, some of which could compete with us and our subsidiaries. The Manager operates real estate/infrastructure assets and participates in additional real estate activities having objectives that overlap with our own, and may thus face conflicts in the operation and allocation of real estate opportunities between us, on the one hand, and such other real estate operations and activities, on the other hand. Allocation of real estate opportunities is at the discretion of the Manager and there is no guarantee that this allocation will be made in the best interest of our Unitholders.

Additionally, we have entered and may continue to enter into joint ventures or co-investments (including co-investment transactions) with CIM, its affiliates or vehicles managed or operated by CIM. Since personnel of CIM involved in managing and operating our business are also involved in the business and operations of CIM, its affiliates and other vehicles managed or operated by CIM, CIM may face conflicts of interest in determining which real estate or infrastructure program should enter into any particular joint venture or co-investment. In the event we enter into joint venture or other co-investments with CIM, its affiliates or vehicles managed or operated by CIM, there may be conflict of interest when determining when and whether to buy or sell a particular project, or to make or dispose of another real estate-related asset. In the event we enter into a joint venture or other co-investments with CIM, its affiliates or vehicles managed or operated by CIM that has a term shorter than ours, the joint venture may be required to sell its projects earlier than we may desire to sell the properties. Even if the terms of any joint venture or other co-investments between us and CIM, its affiliates or vehicle operated or managed by CIM grants us the right of first refusal to buy such properties, we may not have sufficient funds or borrowing capacity to exercise our right of first refusal under these circumstances.

Certain Risks Relating to Portfolio Assets

The Fund’s Portfolio Assets will be subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets.

Deterioration of real estate fundamentals generally, and in the United States in particular, may negatively impact the amount of income generated by the Fund’s Portfolio Assets and therefore performance of the Fund. These risks include, but are not limited to, the burdens of ownership of real property, general and local economic conditions, the supply and demand for properties and/or real estate values generally, changes in environmental and zoning laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of neighborhoods as well as particular properties to tenants or potential purchasers of such properties, changes in supply of and demand for competing properties in an area (as a result, for instance, of overbuilding), energy and supply shortages, fluctuations in real estate fundamentals (including the average occupancy and room rates for hotel properties), the financial resources of tenants, changes in availability of debt financing which may render the sale or refinancing of properties difficult or impracticable, changes in building, environmental and other laws and/or regulations, zoning laws, changes in real property tax rates and operating expenses, changes in interest rates, the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increase in borrowing rates, negative developments in the economy that depress travel or leasing activity, environmental liabilities, contingent liabilities on disposition of

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assets, various uninsured or uninsurable risks, natural disasters, changes in government regulations (such as rent control), casualties, acts of God, terrorist attacks and war and other factors which are beyond the control of the General Partner or the Manager. There can be no assurance that there will be a ready market for resale of Portfolio Assets because Portfolio Assets will generally not be liquid. Illiquidity may result from the absence of an established market for the assets, as well as legal or contractual restrictions on their resale by the Fund.

The Portfolio Assets will be subject to various risks which may cause fluctuations in occupancy, rental rates, operating income and expenses or which may render the sale or financing of its properties difficult or unattractive.

When the Fund makes acquisitions or pursues development opportunities, it may not succeed in leasing the newly acquired or developed properties at rents sufficient to cover the Fund’s costs of such acquisitions or developments. Further, following the termination or expiration of a tenant’s lease, there may be a period of time before the Fund will begin receiving rental payments under a replacement lease. During that period, the Fund will continue to bear fixed expenses such as interest, real estate taxes, maintenance, security, repairs and other operating expenses. In addition, declining economic conditions may impair the Fund’s ability to attract replacement tenants and achieve rental rates equal to or greater than the rents paid under previous leases. Increased competition for tenants may require the Fund to make capital improvements to properties which would not have otherwise been planned. Any unbudgeted capital improvements that the Fund undertakes may divert cash that would otherwise be available for distribution to Limited Partners or for satisfying redemption requests. Ultimately, to the extent that the Fund is unable to renew leases or re-let space as leases expire, decreased cash flow from tenants will result, which could adversely impact the Fund’s operating results.

The Fund may be required to expend funds to correct defects or to make improvements before a tenant can be found for a property at an attractive lease rate or a Portfolio Asset can be sold. No assurance can be given that the Fund will have funds available to correct those defects or to make those improvements. In acquiring a property, the Fund may agree to lock-out provisions that materially restrict it from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed on that property. These factors and others that could impede the Fund’s ability to respond to adverse changes in the performance of its properties could significantly affect the Fund’s financial condition and operating results.

In some instances, the principal asset of the lessee of a Portfolio Asset may be only the tenant’s improvements thereon or the liability of the lessee may be limited to its interest in such improvements. In those cases, the Fund will be required to rely on the lessee’s equity interest in the improvements for its security. In the event of a default by a lessee or other premature termination of a lease, the Fund may experience delay in enforcing its rights as lessor, may incur substantial costs in protecting such Portfolio Asset and may experience an impairment of value. In addition, adverse changes in the operation of any property, or the financial condition of any tenant, could have an adverse effect on the Fund’s ability to collect rent payments and, accordingly, on its ability to make distributions to Limited Partners or satisfy redemption requests. A tenant may experience, from time to time, a downturn in its business which may weaken its financial condition and result in its failure to make rental payments when due. At any time, a tenant may seek the protection of applicable bankruptcy or insolvency laws, which could result in the rejection and termination of such tenant’s lease or other adverse consequences and thereby cause a reduction in the cash available to make distributions to Limited Partners or satisfy redemption requests. If a tenant’s lease is not affirmed following bankruptcy or if a tenant’s financial condition weakens, the Fund’s operating cash flow may be adversely affected. No assurance can be given that tenants will not file for bankruptcy protection in the future or, if they do, that their leases will continue in effect.

Further, because the Fund may deploy a portion of its assets in REITs, the Fund may also be subject to certain risks associated with direct holdings in REITs. REITs may be affected by changes in the value of their underlying properties and by defaults by borrowers or tenants. Furthermore, REITs are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in financing a limited number of projects. REITs depend generally on their ability to generate cash flow to make distributions to shareholders. In addition, the performance of a REIT may be affected by changes in the tax laws or by its failure to qualify for tax-free pass-through of income.

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Real estate assets are relatively illiquid and, therefore, the General Partner’s ability to vary the Fund’s portfolio promptly in response to changes in economic or other conditions may be limited.

The Fund may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing.

To the extent that the Fund invests in such assets, it will be subject to the risks normally associated with such assets and development activities. Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of the Fund, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Fund and on the amount of funds available for distribution to the Limited Partners. Properties under development or properties acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that make such development less attractive than at the time it was commenced.

In addition, investments in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which the Fund invests, the Fund may suffer a partial or total loss of capital invested in that company. There can be no assurance that any such losses will be offset by gains (if any) realized on the Fund’s other investments.

The Fund may make acquisitions of real estate-related assets and businesses which are distressed or experiencing or are expected to experience severe financial difficulties that may never be overcome.

There may be little or no near-term cash flow available to the Limited Partners. Since the Fund may only acquire a limited number of assets and since many of the assets may involve a high degree of risk, poor performance by few of the assets could severely affect the total returns to the Limited Partners.

The Fund may deploy capital in non-performing, sub-performing, distressed, undercapitalized or other troubled real estate and real estate-related assets, which may involve a high degree of financial risk. As a result of the speculative nature of the Fund’s assets, the possibility of partial or total loss of capital will exist. Limited Partners should not subscribe to or participate in the Fund unless they can readily bear the consequences of such loss.

Acquisitions made of assets operating in workout modes or under bankruptcy, insolvency or other debtor-protection codes could, if the Fund inappropriately exercises control over the management and policies of the debtors, be subordinated or disallowed, and the Fund could be liable to third parties in such circumstances.

Acquisitions of properties in workout modes or under Chapter 11 of the U.S. Bankruptcy Code (or similar laws in other jurisdictions) are, in certain circumstances, subject to certain additional liabilities that may exceed the value of the Fund’s contributed capital. For example, under certain circumstances, lenders who have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to the Fund and distributions by the Fund to its Limited Partners may be reclaimed if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Moreover, bankruptcy laws may delay the ability of the Fund to realize on collateral for loan positions held by it or may adversely affect the priority of such loans through doctrines such as equitable subordination. Bankruptcy laws may also result in a restructure of the debt without the Fund’s consent under the “cramdown” provisions of the bankruptcy laws and may also result in a discharge of all or part of the debt without payment to the Fund.

The Fund may acquire Portfolio Assets in underperforming or otherwise troubled assets or undercapitalized real estate companies which involve a degree of financial risk. The success of such Portfolio Assets may hinge on the General Partner’s ability to reposition such assets so as to increase returns to the Fund. There can be no assurance the General Partner or the Fund will be successful in such endeavors.

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To the extent that the Fund acquires properties which have not yet achieved stabilization, it will be subject to the risks normally associated with unstabilized assets and development activities.

Such risks include, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond the control of the Fund, such as weather or labor conditions or material shortages), risks that the properties will not achieve anticipated occupancy levels or sustain anticipated rent levels and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the Fund and on the amount of funds available for distribution to or redemption of the Partners. Properties under development or properties acquired for development may generate little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. In addition, (i) market conditions may change during the course of development, making such development less attractive than at the time it was commenced and (ii) Portfolio Assets in new development activities could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any entity in which the Fund participates, the Fund may suffer a partial or total loss of capital deployed in that entity. There can be no assurance that any such losses will be offset by gains (if any) realized on the Fund’s other Portfolio Assets.

Furthermore, newly developed or newly renovated properties do not have the operating history that would allow the Fund to make objective pricing decisions in acquiring these properties, and the purchase prices of these properties are expected to be based upon projections as to the expected operating results of such properties, subjecting the Fund to risks that such properties may not achieve anticipated operating results or may not achieve these results within anticipated time frames. Additionally, development or re-development projects can carry an increased risk of litigation with contractors, subcontractors, suppliers, partners and others and may be financed under lines of credit or other forms of secured or unsecured financing.

In connection with any new development project, expansion of a project or acquisition of a project in late-stage development, Portfolio Assets may also face construction risks typical for real estate businesses.

Such risks include, without limitation, (i) labor disputes, shortages of material and skilled labor or work stoppages, (ii) slower than projected construction progress and the unavailability or late delivery of necessary equipment, (iii) less than optimal coordination with public utilities in the relocation of their facilities, (iv) adverse weather conditions and unexpected construction conditions, (v) accidents or the breakdown or failure of construction equipment or processes and (vi) catastrophic events such as explosions, fires and terrorist activities and other similar events usually beyond the Fund’s control. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken, any of which could have an adverse effect on the Fund and on the amount of funds available for distribution to Limited Partners.

Construction costs may exceed estimates for various reasons including, for example, inaccurate project costing and unanticipated problems with a project start-up. Such unexpected cost increases may result in insufficient funds being available to complete construction. Such increases may result in the inability of project owners to meet the higher interest and principal repayments arising from the additional debt required. Delays in project completion can result in an increase in total project construction costs through higher capitalized interest charges and additional labor and material expenses and, consequently, an increase in debt service costs. It may also affect the scheduled flow of project revenues necessary to cover project related debt, operations and maintenance expenses and damage payments for late delivery. In addition, there are risks inherent in the construction work that may give rise to claims or demands against a Portfolio Asset.

Delays in the completion of any real estate project may result in lost opportunities or revenues or increased expenses, including higher operation and maintenance costs related to a Portfolio Asset. Portfolio Assets under development or acquired to be developed may receive little or no cash flow from the date of acquisition to the date of completion of development and may experience operating deficits after the date of completion. In addition, market conditions may change during the course of development, which may make such development less attractive than at the time it was commenced.

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The real estate industry generally and the success of the Fund’s activities in particular will both be affected by general economic and market conditions in the U.S. economy and, to a lesser extent, the global economy generally, as well as by changes in applicable laws, trade barriers, currency exchange controls, the rate of inflation and local, national and international political and socioeconomic circumstances.

These factors may affect the level and volatility of real estate prices, which could impair the Fund’s profitability or result in losses. In addition, general fluctuations in the market prices of securities and interest rates may affect the Fund’s opportunities and the value of the Portfolio Assets. The Fund’s financial condition may be adversely affected by a significant economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on particular Portfolio Assets, as well as the Fund’s general businesses and operations.

A recession, slowdown and/or sustained downturn in the U.S. real estate market and, to a lesser extent, the global economy (or any particular segment thereof) will have a pronounced impact on the Fund and could adversely affect the Fund’s profitability, impede the ability of Portfolio Assets to perform under or refinance their existing obligations and impair the Fund’s ability to effectively deploy its capital or realize the investment on favorable terms. The Fund could also be affected by difficult conditions in the capital markets and any overall weakening of the financial services industry. It is possible that a weakening of credit markets could adversely affect the Limited Partners’ funding obligations to the Fund and the Fund could suffer other adverse consequences, any of which could adversely affect the business of the Fund, restrict the Fund’s activities and impede the Fund’s ability to effectively achieve its objective.

The last global recession was prolonged and serious. CIM expects that another global recession would also have an adverse impact on the availability of credit to businesses generally. An economic downturn could adversely affect financial resources and the ability to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, the Fund could lose both invested capital in and anticipated profits from the affected assets. Such marketplace events and certain adverse developments (including increased regulatory scrutiny of potential lenders) have also impacted, and may in the future impact, the availability and terms of financing for leveraged transactions, e.g., where regulators impose new or more burdensome capital or lending requirements on potential lenders. The inability of market participants to access capital to acquire real property restricts the ability to sell or liquidate assets and to refinance them. The Fund’s ability to generate returns for its Limited Partners may be adversely affected to the extent another recession and its attendant adverse effects occur during the holding periods of the Fund’s assets.

The Fund’s strategy in some Portfolio Assets may be based, in part, upon the premise that real estate businesses and assets in certain gateway cities and elsewhere will be available for purchase by the Fund at prices that the General Partner and the Manager consider favorable.

No assurance can be given that real estate businesses and assets can be acquired or disposed of at favorable prices or that the market for such assets will remain stable, recover or continue to improve, as the case may be, since this will depend, in part, upon events and factors outside the control of the General Partner and the Manager. In addition, there can be no assurance that current market conditions will not deteriorate, which could have a materially adverse effect on the assets of the Fund. Actual or perceived trends in real estate markets do not guarantee, predict or forecast future events, which may differ significantly from those implied by such trends.

General fluctuations in interest rates may adversely affect the value of the Portfolio Assets.

Instability and volatility in interest rates may also increase the risks inherent in the Portfolio Assets. The ability to refinance debt may depend on the ability to sell new securities in the debt and equity markets, to borrow from banks or otherwise, which may not be achievable on favorable terms or at all. A deterioration of the global debt markets (particularly the U.S. debt markets), any possible future failures of financial services companies or a significant rise in market perception of counterparty default risk will likely significantly reduce demand and liquidity for senior bank high-yield and investment grade debt, which in turn is likely to lead some banks and other lenders to be unwilling or significantly less willing to finance new Portfolio Assets or to only offer financing for Portfolio Assets on less favorable terms than had been prevailing in the past. The Fund’s ability to generate returns

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may be adversely affected to the extent the Fund is unable to obtain favorable financing terms for its Portfolio Assets. In the event that the Fund is unable to obtain debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on unfavorable terms, the Fund may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the income earned. Similarly, CIM’s funds historically have regularly utilized debt markets in order to obtain financing for their operations. A market turmoil may have an adverse impact on the availability of credit to businesses generally, which in turn may adversely affect or restrict the ability of the Fund to sell or liquidate assets at favorable times or at favorable prices or which otherwise may have an adverse impact on the business and operations of the Fund. Interest rate changes may also affect the value of a debt instrument directly (in the case of adjustable rate instruments) or indirectly (in the case of fixed rate instruments). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. The U.S. Federal Reserve may at some point in the future tighten the monetary supply and increase benchmark interest rates, which would be expected to negatively impact the price of debt securities and could adversely affect the value of the Fund’s assets.

The military operations of the United States and its allies, the instability in various parts of the world and the increasing prevalence of terrorist attacks throughout the world could have significant adverse effects on the global economy.

A terrorist attack involving a property owned by the Fund may result in liability far in excess of available insurance coverage and have adverse consequences for all assets. The Fund is expected to have significant holdings in large metropolitan areas. In the aftermath of a terrorist attack, tenants in these areas may choose to relocate their businesses to less populated, lower-profile areas of the United States that may be perceived to be less likely targets of future terrorist activity and fewer customers may choose to patronize businesses in these areas. This in turn would trigger a decrease in the demand for space in these areas, which could increase vacancies in the Fund’s properties and force the Fund to lease space on less favorable terms. As a result, the value of the Fund’s properties and the level of its revenues and cash flows could decline materially. The General Partner cannot predict the likelihood of these types of events occurring in the future or how such events may affect the Fund’s assets.

Certain illnesses spread rapidly and have the potential to significantly adversely affect the global economy.

Outbreaks such as the severe acute respiratory syndrome, avian influenza, H1N1/09, and, most recently, COVID-19, or other similarly infectious diseases may have material adverse impacts on the Fund, its affiliates and its investments. Actual pandemics, or fear of pandemics, can trigger market disruptions or economic turndowns may have material adverse impacts on the Fund. None of the Fund or its affiliates can predict the likelihood of disease outbreaks occurring in the future nor how such outbreaks may affect the Fund’s investments.

There are no comparable recent events in the U.S. which provide guidance as to the effect of the spread of COVID-19 and a potential pandemic on the economy as a whole or on the business, financial condition and results of operations of the Fund’s investments. Therefore, there is substantial uncertainty of COVID-19’s potential effect on the Fund and its investments. No previous success by the Fund in dislocated markets is any guarantee of the Fund’s success in respect of investing and managing any investment during and post the COVID-19 pandemic.

Inflation could have a pronounced negative impact on the Fund’s mortgages and interest rates, the value of the Portfolio Assets and its general and administrative expenses, as these costs could increase at a rate higher than the rents collected at the Fund’s properties.

Inflation could also have an adverse effect on consumer spending, which could impact the sales of the Fund’s tenants and, in turn, any percentage rents collected by the Fund, where applicable. The economy is currently experiencing the effects of inflation and the Fund and Portfolio Assets may experience the foregoing consequences and other related consequences. Conversely, deflation could lead to downward pressure on rents and other sources of income.

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The Fund may be exposed to substantial risk of loss arising from investments in Portfolio Assets involving undisclosed or unknown environmental problems, health or occupational safety matters or inadequate reserves, insurance or insurance proceeds for such matters that have been previously identified.

Under the laws, rules and regulations of various jurisdictions, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances, including asbestos, on or in such property. Such laws may impose joint and several liability, which can result in a party being obligated to pay for greater than its share, or even all, of the liability involved. Such liability may also be imposed without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances and the person bearing liability may incur substantial costs in defending claims of liability. The cost of any required remediation and the owner’s liability therefor as to any property are generally not limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the Fund’s ability to sell the real estate or to borrow funds using such property as collateral, which could have an adverse effect on the Fund’s return from such Portfolio Asset. In addition, remediated property may attract a limited number of potential purchasers because of the property’s history of contamination, which might also adversely affect the owner’s ability to lease and/or sell the property. Further, a transfer of property does not relieve from liability a person who owned the property at a time when hazardous or toxic substances were disposed of on, or released from, such property. Environmental claims with respect to a specific Portfolio Assets may exceed the value of such Portfolio Assets, and under certain circumstances, subject the other assets of the Fund to such liabilities. In addition, even in cases where the Fund is indemnified by the seller with respect to a Portfolio Assets against liabilities arising out of violations of environmental laws and regulations, there can be no assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Fund to achieve enforcement of such indemnities. Furthermore, some environmental laws create a lien on contaminated property in favor of governments or government agencies for costs they may incur in connection with the contamination.

Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation, and/or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) and underground storage tanks are also regulated by federal and state laws. The Fund will also be subject to risks associated with human exposure to chemical and/or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. The Fund could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or tanks or related claims arising out of environmental contamination and/or human exposure to contamination at or from the Fund’s properties.

The ongoing presence of environmental contamination, pollutants or other hazardous materials on a property (whether known at the time of acquisition or not) could also result in personal injury (and associated liability) to persons on the property and persons removing such materials, future or continuing property damage (which may adversely affect property value) or claims by third parties, including as a result of exposure to such materials through the spread of contaminants. In addition, the Fund’s operating costs and performance may be adversely affected by compliance obligations under environmental protection statutes, rules and regulations relating to Portfolio Assets, including additional compliance obligations arising from any change to such statutes, rules and regulations. Statutes, rules and regulations may also restrict development of, and use of, property. Certain clean-up actions brought by state, country and local agencies and private parties may also impose obligations in relation to Portfolio Assets and result in additional costs to the Fund.

Additionally, there has been litigation and concern about indoor exposure to certain types of toxic mold, and it is impossible to eliminate all mold and mold spores in the indoor environment. The continued presence of certain types of toxic mold could materially decrease property values, cause the Fund to incur substantial remediation costs and lead to an increased risk of lawsuits by affected persons.

Further, even in cases where the Fund is indemnified by the seller with respect to an asset against environmental liabilities, including liabilities arising out of violations of environmental laws and regulations, there can be no

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assurance as to the financial viability of the seller to satisfy such indemnities or the ability of the Fund to achieve enforcement of such indemnities.

Environmental conditions that may exist or arise in the future associated with assets outside the United States may give rise to similar, and possibly more onerous, risks and obligations under current or future legal standards and requirements in such jurisdictions.

Prior to closing any new property acquisition, the Fund may, if appropriate, obtain such environmental assessments as may be prudent in order to attempt to identify potential environmental concerns at such properties. These assessments will be carried out in accordance with accepted industry practices and generally may include, depending on the circumstances presented, a physical site inspection, a review of relevant federal, state and local environmental and health agency database records, one or more interviews with appropriate site-related personnel, review of the property’s chain of title and review of historic aerial photographs.

The acquisition, ownership and disposition of real properties carry certain other specific litigation risks.

Litigation may be commenced with respect to a property acquired by the Fund or its subsidiaries in relation to activities that took place prior to the Fund’s acquisition of such property. In addition, at the time of disposition of an individual property, a potential buyer may claim that it should have been afforded the opportunity to purchase the asset, or, alternatively, that such potential buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosure made, if such buyer is passed over in favor of another as part of the Fund’s efforts to maximize sale proceeds. Similarly, successful buyers may later sue the Fund under various damage theories, including those sounding in tort for losses associated with latent defects or other problems not uncovered in due diligence.

Failure to obtain required approvals and/or licenses necessary to acquire or operate real properties may adversely impact its strategy.

The Fund or its affiliates may be required to obtain various approvals and/or licenses from federal or state governmental authorities, government sponsored entities or similar bodies in connection with some or all of its real estate-related activities including, without limitation, zoning, environmental or construction-related licenses and/or approvals. There is no assurance that the Fund or its affiliates can obtain any or all of these approvals and licenses or that it will avoid experiencing significant delays in seeking such approvals and licenses. Furthermore, the Fund or its affiliate will be subject to various disclosure and other requirements to obtain and maintain these approvals and licenses, and there is no assurance that those requirements will be satisfied. Failure to obtain or maintain licenses will restrict the Fund’s options and ability to engage in desired activities, and could subject it to fines, suspensions, terminations and various other adverse actions if it is determined that the Fund has engaged without the requisite approvals or licenses in activities that required an approval or license.

The real estate industry is extensively regulated and subject to frequent regulatory change.

The adoption of new legislation or changes to, or new interpretations of, existing laws can have a significant impact on methods and costs of doing business and reimbursement amounts from governmental and other agencies. The real estate industry is, and will continue to be, subject to varying degrees of regulation and licensing by federal, state and local regulatory authorities in various states and localities. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation of a facility or sales to third parties or could result in additional costs to a Portfolio Asset and/or the Fund.

Additionally, where a property or portfolio entity holds a concession or lease from the government, the concession or lease may restrict the Fund’s ability to operate the property or portfolio entity in a way that maximizes cash flows and profitability. The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances without requiring payment of adequate compensation. Prospective Limited Partners should review Section IX – “Certain Legal, Regulatory, Tax & ERISA Matters” for a more fulsome discussion of regulatory-related risk factors.

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Certain properties or related real estate assets in which the Fund deploys capital, especially those that have not yet achieved stabilization, may be expected to require additional financing to satisfy their working capital requirements, development requirements and/or acquisition strategies.

The amount of such additional financing needed will depend upon the maturity and objectives of the particular asset. If the funds provided are not sufficient, the Fund may have to raise additional capital from existing or new Limited Partners. In addition, the Fund may make additional debt and/or equity Portfolio Assets and/or exercise warrants, options or convertible securities that were acquired in the initial acquisition of such asset in order to preserve the Fund’s proportionate ownership or to protect such Portfolio Asset when a subsequent financing is planned or when such asset’s performance does not meet expectations. The availability of capital is generally a function of capital market conditions that are beyond the control of the Fund or any Portfolio Asset. There can be no assurance that the General Partner will be able to predict accurately the future capital requirements necessary for the success of a particular Portfolio Asset or that additional funds therefor will be available from any source.

The Fund may hold a non-controlling interest in certain Portfolio Assets and, therefore, may have a limited ability to protect its position in such Portfolio Assets.

The Fund’s control over the policies of such Portfolio Assets may be limited. This could result in the Fund’s holdings being frozen in minority positions that incur substantial losses. In such cases, the Fund will be significantly reliant on the other sponsors of the transaction, if any, and on the existing management and board of directors of such companies, which may include representation of other financial participants with whom the Fund is or is not affiliated and whose interests may conflict with the interests of the Fund. The Fund may co-invest with Limited Partners, third parties or affiliated entities through joint ventures or other entities. Such holdings may involve risks in connection with such Limited Partners, third-party or affiliate involvement including, without limitation, the possibility that a co-venturer may have financial, legal and/or regulatory difficulties resulting in a negative impact on such holding, may have economic and/or business interests or goals that are inconsistent with those of the Fund or may be in a position to take (or block) action in a manner contrary to the Fund’s objective. These and other problems, including the deterioration of the business relationship between CIM and the co-venturer, could have a material adverse effect on any such Portfolio Asset and the Fund. In addition, the Fund may in certain circumstances be liable for the actions of its co-venturers. While the General Partner will review the qualifications and previous experience of co-venturers or partners, the selection of a co-venturer is inherently based on subjective criteria with the result that the performance and abilities of a particular co-venturer will be difficult to assess. In addition, the General Partner does not expect to obtain financial information from, or to undertake private investigations with respect to, prospective co-venturers or partners. In those circumstances where such third parties involve a management group or strategic participant, such third parties may receive compensation arrangements relating to such assets, including incentive compensation arrangements. Additionally, the use of grants or other tax-related incentives may be limited in the case of minority or non-controlling interests.

In certain other Portfolio Assets, the Fund may exercise control. The exercise of control over an entity can impose additional risks of liability for environmental damage, failure to supervise management, violation of government regulations (including securities laws) or other types of liability in which the limited liability characteristics of business ownership may be ignored. If these liabilities were to arise, the Fund might suffer a significant loss.

Although non-control acquisitions may also be made (as noted above), the Fund generally intends to acquire Portfolio Assets from time to time that allow the Fund to acquire control or exercise influence over management and the strategic direction of Portfolio Assets. The exercise of control over Portfolio Assets imposes additional risks of liability for environmental damage, workplace accidents, failure to supervise management and other types of liability in which the limited liability characteristic of business operations generally may be ignored or not respected. The exercise of control over a Portfolio Asset could expose the assets of the Fund to claims related to such Portfolio Asset, its shareholders and/or its creditors. While the General Partner intends to manage the Fund in a manner that will minimize the exposure of these risks, the possibility of successful claims cannot be precluded.

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Capital and credit market conditions may adversely affect demand for our properties and the overall availability and cost of credit.

In periods when the capital and credit markets experience significant volatility, demand for our properties and the overall availability and cost of credit may be adversely affected. No assurances can be given that the capital and credit market conditions will not have a material adverse effect on our business, financial condition, results of operations, cash flow or to maintain our level of distributions on our Units.

In addition, we could be adversely affected by significant volatility in the capital and credit markets as follows:

•the tenants in our office properties may experience a deterioration in their sales or other revenue, or experience a constraint on the availability of credit necessary to fund operations, which in turn may adversely impact those tenants’ ability to pay contractual base rents and tenant recoveries. Some tenants may terminate their occupancy due to an inability to operate profitably for an extended period of time, impacting our ability to maintain occupancy levels; and

•constraints on the availability of credit to tenants, necessary to purchase and install improvements, fixtures and equipment and to fund business expenses, could impact our ability to procure new tenants for spaces currently vacant in existing office properties or properties under development.

In March 2023, three banks in the United States were placed into receivership by a federal banking regulator. In addition, in late March 2023, a large international financial institution suffering distress was forced by its principal regulator to be acquired by its rival. These events have caused great uncertainty and turmoil in the credit markets globally and may cause financial institutions to reduce their lending, which in turn could adversely affect our ability to access capital markets for our liquidity needs and/or cause our cost of capital to increase.

We will endeavor to limit uninsured deposits that we have with banks. Nevertheless, if a bank in which we hold funds fails or is subject to significant adverse conditions in the financial or credit markets, we could be subject to a risk of loss of all or a portion of such funds or be subject to a delay in accessing all or a portion of such uninsured funds. Any such loss of funds on deposit, lack of access to funds held at banks could adversely impact our short-term liquidity and ability to meet our operating expenses or working capital needs.

Certain Risks Relating to Infrastructure Portfolio Assets

Investment in infrastructure assets involves many significant relatively unique and acute risks.

Project revenues can be affected by a number of factors including economic and market conditions, political events, competition, regulation and the financial position and business strategy of customers. Unanticipated changes in the availability or price of inputs necessary for the operation of infrastructure assets may adversely affect the overall profitability of the investment or related project. Events outside the control of a Portfolio Asset, such as political action, governmental regulation, demographic changes, economic growth, increasing fuel prices, government macroeconomic policies, toll rates, social stability, competition from untolled or other forms of transportation, natural disasters, changes in weather, changes in demand for products or services, bankruptcy or financial difficulty of a major customer and/or acts of war or terrorism, could significantly reduce the revenues generated or significantly increase the expense of constructing, operating, maintaining or restoring infrastructure facilities. In turn, this may impair a Portfolio Asset’s ability to repay its debt or make distributions to the Fund or even result in termination of an applicable concession or other agreement. As a general matter, the operation and maintenance of infrastructure assets or businesses involve various risks and is subject to substantial regulation (as described below), many of which may not be under the control of the owner/operator, including labor issues, failure of technology to perform as anticipated, structural failures and accidents and the need to comply with the directives of government authorities. Although Portfolio Assets may maintain insurance to protect against certain risks, where available on reasonable commercial terms (such as business interruption insurance that is intended to offset loss of revenues during an operational interruption), such insurance is subject to customary deductibles and coverage limits and may not be sufficient to recoup all of a Portfolio Asset’s losses.

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Investments in infrastructure assets are generally less liquid and involve a longer holding period than traditional private equity investments, which are themselves often considered illiquid and long-term.

Moreover, investments in unlisted companies can be difficult to realize. Although investments by the Fund are expected to generate some current income, the return of capital and the realization of gains, if any, from an investment may only occur upon the disposition of such investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the investment is made. Therefore, no assurance can be given that, if the Fund is determined to dispose of a particular investment held by the Fund, it could dispose of such investment at a prevailing market price, and there is a risk that disposition of such investments may require a lengthy time period or may result in distributions in kind to investors. The Fund will generally not be able to sell its investments through the public markets unless their sale is registered under applicable securities laws or unless an exemption from such registration requirements is available. Additionally, there can be no assurances that investments can be sold on a private basis. In addition, in some cases the Fund may be prohibited by contract or legal or regulatory reasons from selling certain securities for a period of time. Furthermore, infrastructure investments by their nature are subject to industry cyclicality, downturns in demand, market disruptions and the lack of available capital for potential purchasers and are therefore often difficult or time consuming to liquidate. See “Description of Registrant’s Securities to be Registered—Redemptions.”

Some or all of the Fund’s investments may be subject to the risks inherent in the ownership and operation of assets or business that derive a substantial amount of their value from real estate and real estate-related interests.

These types of underlying interests are typically illiquid. Deterioration of real estate fundamentals may negatively impact the performance of such investments. Such changes in fundamentals could involve fluctuations as a result of general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, changes in environmental and zoning laws, casualty or condemnation losses, environmental liability, regulatory limitations on rents, changes in neighborhood values, changes in the appeal of properties to tenants, the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable, natural disasters, increase in interest rates and/or other factors that are beyond the control of the General Partner.

Additionally, the Fund may acquire assets in jurisdictions where indigenous rights (e.g., with respect to tribes or other dispossessed people/communities) to land exist. While the Fund will generally conduct due diligence in such jurisdictions to determine the extent to which it may be affected by such rights, it may not be possible to mitigate against or remove a risk associated with indigenous claims. Additionally, any declaration of title in respect of government protected land on which infrastructure assets are located may negatively affect the operation of those businesses.

In many instances, the operation or acquisition of infrastructure assets involves an ongoing commitment to or from a governmental agency.

The nature of these obligations and dependencies exposes the owners of infrastructure assets to a higher level of regulatory control than typically imposed on other businesses, especially given that governmental entities have considerable discretion to change or increase regulation of the operations of portfolio investments, or to implement laws, regulations or policies affecting their operations, separate from any contractual rights that the government counterparties may have. The Fund may not receive the initial regulatory approval needed to acquire or operate an investment, including after the Fund has incurred substantial costs pursuing such investment. Additional or unanticipated regulatory approvals, including renewals, extensions, transfers, assignments, reissuances or similar actions, may be required to acquire or operate infrastructure assets, and additional approvals may become applicable in the future due to a change in laws and/or regulations, a change in the Portfolio Asset’s customer(s), desire to expand the Portfolio Asset’s business or other reasons. Furthermore, permits or special rulings may be required with respect to taxation, financial and regulatory-related issues. There can be no assurance that a Portfolio Asset will be able to (i) obtain all required regulatory approvals that it does not yet have or that it may require in the future, (ii) obtain any necessary modifications to existing regulatory approvals and/or (iii) maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could

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prevent operation of a facility or sales to third parties or could result in additional costs to a Portfolio Asset and the Fund.

Additionally, where a Portfolio Asset holds a concession or lease from the government, the concession or lease may restrict the Portfolio Asset’s ability to operate the business in a way that maximizes cash flows and profitability. The lease or concession may also contain clauses more favorable to the government counterparty than a typical commercial contract. For instance, the lease or concession may enable the government to terminate the lease or concession in certain circumstances without requiring payment of adequate compensation.

Even though most permits and licenses are obtained prior to the commencement of full project operations, many of these licenses and permits are required to be maintained over the project’s life. If a Portfolio Asset fails to comply with these regulations or contractual obligations, it could be subject to monetary penalties or the Fund may lose its right to operate the affected Portfolio Asset, or both. Regulators may impose conditions on the operations and activities of the Fund’s Portfolio Assets as a condition to granting its approval or to satisfy regulatory requirements, which may limit the activities of the Fund’s Portfolio Assets. In addition, the relevant governmental agencies may impose conditions of ongoing ownership or equivalent restrictions on the Fund in respect of the underlying infrastructure assets.

The successful development and construction of new or expansion infrastructure projects entails a variety of risks (some of which may be unforeseeable at the time a project is commenced) and may require or result in the involvement of a broad and diverse group of stakeholders who will either directly influence or potentially be capable of influencing the nature and outcome of the project.

Such factors may include, but are not limited to: political or local opposition, receipt of regulatory approvals or permits, site or land procurement, environmentally related issues, construction risks and delays (such as late delivery of necessary equipment), labor disputes (such as work stoppages), counterparty non-performance, project feasibility assessment, less than optimal coordination with public utilities in the relocation of their facilities, dealings with and reliance on third-party consultants, slower than projected construction progress and/or the unavailability or late delivery of necessary equipment, legal action from special interest groups, adverse weather conditions and unexpected construction conditions. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of construction activities once undertaken, any of which could have an adverse effect on the Fund. When making a portfolio investment, value may be ascribed to infrastructure projects (new or expansion) that do not achieve successful implementation, potentially resulting in a lower than expected returns over the life of the investment. In addition, there are significant capital expenditures associated with the development and operating costs of infrastructure assets generally. Construction costs may exceed estimates for various reasons, including but not limited to inaccurate engineering and planning, labor and building material costs in excess of expectations and unanticipated problems with project start-up. Delays in project completion can result in an increase in total project construction costs through higher capitalized interest charges and additional labor and material expenses and, consequently, an increase in debt service costs and insufficient funds to complete construction. Delays may also result in adverse effects on the scheduled flow of project revenues necessary to cover the scheduled operations-phase debt service costs, lost opportunities, increased operations and maintenance expenses, and/or damage payments for late delivery. Investments under development or investments acquired to be developed may receive little or no cash flow from the date of acquisition through the date of completion of development and may experience operating deficits after the date of completion. Market conditions may change during the course of development that makes such development less attractive than at the time it was commenced.

The operations of infrastructure assets and businesses are exposed to unplanned interruptions caused by significant catastrophic events, such as cyclones, earthquakes, landslides, floods, explosions, fires, terrorist attacks, major plant breakdowns, pipeline or electricity line ruptures or other disasters.

Operational disruption, as well as supply disruption, could adversely impact the cash flows available from these assets. In addition, the cost of repairing or replacing damaged assets could be considerable. Repeated or prolonged interruption may result in permanent loss of customers, substantial litigation and/or penalties for regulatory or contractual non-compliance. Moreover, any loss from such events may not be recoverable under relevant insurance policies. Business interruption insurance is not always available, or economical, to protect the business from these

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risks. Industrial action involving employees or third parties may also disrupt the operations of infrastructure projects. Infrastructure projects are exposed to the risk of accidents that may give rise to personal injury, loss of life, damage to property, disruption to service and/or economic loss.

Demand, usage, and throughput risk can affect the performance of infrastructure assets.

To the extent that the Fund’s assumptions regarding demand, usage, and/or throughput prove incorrect, returns to the Fund could be adversely affected. Some of the portfolio investments may be subject to seasonal variations, including greater revenues and profitability during different seasons of the year. Accordingly, the Fund’s operating results for any particular portfolio investment in any particular quarter may not be indicative of the results that can be expected for that portfolio investment throughout the year.

Moreover, Portfolio Assets may face competition from other infrastructure assets in the vicinity of the assets they operate. If Portfolio Assets are unable to compete successfully with such alternatives, the Fund’s business, financial condition, and/or results of operation could be materially and adversely affected.

Certain infrastructure assets may be subject to rate regulations that determine or limit the prices they may charge, particularly if a Portfolio Asset is the sole or predominant service provider in its service area or provides services that are essential to the community.

Unfavorable price determinations that may be final with no right of appeal or that, despite a right of appeal, could result in a Portfolio Asset’s profits being negatively affected and it not meeting initial return expectations. In particular, some Portfolio Assets may derive substantially all their revenues from collecting tolls from vehicles using roads, tunnels or bridges or from subway fares. Users of the toll roads, bridges, tunnels, railroads, and subways may react negatively to any adjustments to the applicable rates, for example by avoiding tolls or refusing to pay tolls, resulting in lower traffic volumes and reduced revenues. Toll rates and subway fares are typically set by the relevant concession company and the relevant governmental entity. Adverse public opinion, or lobbying efforts by specific interest groups, could result in governmental pressure on portfolio investments to reduce their rates or fares or to forgo planned rate or fare increases.

The relevant governmental entities may seek to limit the Fund’s ability to increase, or may seek to reduce, toll rates and fares as a result of factors such as general economic conditions in the country, negative consumer perceptions, the prevailing rate of inflation, traffic volume, and general public sentiment. Furthermore, the General Partner cannot guarantee that governmental entities with which Portfolio Assets have concession agreements will not try to exempt certain vehicle or passenger types from tolls or fares or negotiate lower toll or fare rates. If public pressure and/or government action forces Portfolio Assets to restrict their toll or fare rate increases or reduce their toll or fare rates, and they are not able to secure adequate compensation to restore the economic balance of the relevant concession agreement, the Fund’s business, financial condition, and/or results of operations could be materially and adversely affected.

The success of public infrastructure projects is often dependent on governmental funding or subsidies.

Governments typically have considerable discretion in determining the amount of funding or subsidies to allocate to such public infrastructure projects. Lack of governmental funding or subsidies due to governmental budgetary constraints could adversely impact the overall development and availability of public infrastructure projects, result in privatization of certain types of assets, and/or otherwise result in an increase in competition among other providers of capital (e.g., private infrastructure investors) for such infrastructure assets, which may make it more difficult for the Fund to effectively consummate investments in or relating to such infrastructure projects.

Investments in renewable energy and related businesses and / or assets currently enjoy support from national, state and local governments and regulatory agencies designed to finance or support the financing development thereof, and such support may not exist in the future.

Similar support, initiatives and arrangements exist in non-U.S. jurisdictions as well, in particular the EU. Non-U.S. jurisdictions may have more variable views on policies regarding renewable energy (and, for example, may be more willing or likely to abandon initiatives regarding renewable energy in favor of more carbon-intensive forms of

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traditional energy generation). The combined effect of these programs is to subsidize in part the development, ownership and operation of renewable energy projects, particularly in an environment where the low cost of fossil fuel may otherwise make the cost of producing energy from renewable sources uneconomic. The operation and financial performance of any renewable energy investment may be significantly dependent on governmental policies and regulatory frameworks that support renewable energy sources. There can be no assurance that government support for renewable energy will continue, that favorable legislation will pass or that the electricity produced by the renewable energy investments will continue to qualify for support through applicable renewable portfolio standards programs. The elimination of, or reduction in, government policies that support renewable energy could have a material adverse effect on a renewable energy investment’s financial condition or results of operation. To the extent any tax credits, other favorable tax treatment or other forms of support for renewable energy are changed, the Fund’s renewable energy investments may be negatively impacted.

The market for renewable energy products is emerging and rapidly evolving, and its future success is uncertain.

If renewable energy technologies in which the Fund invest prove less commercially viable as a result of new technologies that are more efficient, the investments could be unable to generate enough revenue to achieve and sustain profitability. In addition, demand for renewable products in the markets and geographic regions that the Fund targets may not develop or may develop more slowly than anticipated. Many factors will influence the widespread adoption of renewable energy technology and demand for renewable energy products, including the cost-effectiveness, performance and reliability of renewable energy technology and the availability of government subsidies and incentives. In particular, the wholesale market price for renewable energy could be impacted by a number of factors beyond our control. The projects in which we invest may seek to lock in renewable energy prices by entering into long term off-take contracts with purchasers, but those contracts may prove not to be as attractive as spot market prices that could be obtained in the future. The projects in which the Fund invests may also enter into off-take agreements that are subject to re-contracting in the future. If the price of electricity in power markets is declining at the time of such re-contracting, it may impact our ability to re-negotiate or replace these contracts on terms that are acceptable to us. Conversely, what appears to be an attractive price at the time of contracting or re-contracting could, if power prices rise over the power purchase agreement’s term, result in us having committed to sell power in the future at below market rate. In the event that an off-take counterparty fails to perform its obligations under a contract with us, market rates at the time we seek to replace the counterparty may not be as attractive as the original contract.

The amount, timing and cost of generating electricity from renewable energy resources may not meet expectations and may vary significantly from period to period.

Unfavorable solar or wind conditions, or other energy resources replenished by a natural process, may cause project facilities to not meet anticipated generation levels or the rated capacity of its generation assets. The intermittent nature of renewable energy resources and the irregular generation levels may adversely affect the Fund’s results from operations and cash flows from renewable energy investments.

Renewable Energy Technology May Become Obsolete.

The renewable energy industry is subject to continual technological innovation. Renewable energy products and services interact with a variety of hardware and software technology systems and devices. An investment may be required to implement new technologies or adapt existing technologies in response to changing market conditions, customer preferences, industry standards or inability to secure necessary intellectual property licenses, which could require significant capital expenditures. It is also possible that one or more of a portfolio company’s competitors could develop a significant technological advantage that allows them to provide additional or superior products or services, or to lower their price for similar products or services, that could put an investment at a competitive disadvantage. The inability to adapt to changing technologies, market conditions or customer preferences in a timely manner could have a material adverse effect on the Fund’s investment strategy, business, financial condition, cash flows or results of operations.

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The widespread deployment of energy storage technologies is still a nascent market. Market rules and structures to compensate energy storage projects for the provision of grid services, load shift, transmission and distribution deferral and defrayal, among other potential sources of value, may not provide sufficient revenue relative to cover the cost of investment.

Growth in the energy storage market is highly dependent on a continued decline in battery prices as batteries represent the largest component of system cost. Any disruption in the supply of batteries resulting in higher than expected battery pricing or stagnation in the level of price declines for batteries could result in slower than expected growth in the Fund’s target markets and, as a result, could have a material adverse effect on investments. The financial performance of the Fund will depend on the maturation of the energy storage market and the ability of the Fund to defray costs associated with energy storage investments.

Further, many energy storage products make use of lithium-ion batteries, which have been observed in certain applications, such as automotive applications, to catch fire or vent smoke and flame. Such events have raised concerns, and future events may lead to additional concerns, about the safety of lithium-ion batteries. Negative public perceptions regarding the suitability of lithium-ion batteries for energy storage applications or any future incident involving lithium-ion batteries, even if such incident does not involve an investment or relate to an application other than energy storage, could negatively impact the continued adoption of energy storage products and have a material adverse impact on investments.

Certain Risks Relating to the Operations of the Fund

An affiliate of CIM has entered into a credit facility that is secured by a pledge of, among other things, the Manager’s right to receive management fees from various funds for which it serves as manager and/or operator and various CIM affiliates’ right to receive carried interest from such funds.

Such credit facility may also be secured by the right to receive Management Fees by the Manager, the right to receive carried interest by the General Partner, the limited partnership interest held by the General Partner and any limited partnership interest held by the General Partner or its affiliates. Such credit facility is not expected to be recourse to the Partnership or its assets or to Limited Partners not affiliated with the General Partner and is not expected to, but may be secured by a pledge of the General Partner’s right to distributions from interest as general partner in the Partnership. The lender under such credit facility is not expected to have the right to assume, direct, exercise or enforce the General Partner’s rights or responsibilities as general partner of the Partnership. The credit facility contains restrictions on CIM’s ability to decrease, cancel or terminate certain management fees and, following the Initial Closing, these restrictions may apply to the Management Fees, and CIM may further agree not to amend, or consent to any amendment of, the Partnership Agreement in any manner that would materially decrease, cancel or terminate any Management Fees or other fees payable to the Manager or any carried interest payable to the General Partner.

If the Fund acquires a Portfolio Asset in a transaction with the intent of refinancing a portion of that Portfolio Asset, there is a risk that the Fund will be unable to complete the refinancing successfully.

There is also a risk that certain Portfolio Assets with financing in place may be difficult or impossible to refinance when the loan matures. The inability to complete a refinancing or to complete one as quickly as originally planned would lead to increased risk as a result of the Fund having a larger long-term outlay than expected and reduced diversification. In addition, if a loan matured before refinancing could be procured, the lender could foreclose on the collateral and the Fund might suffer losses as a result of that foreclosure. Further, particularly for large properties in metropolitan areas and other strategic assets, lenders may require insurance against terrorist acts or other events that may be either uninsurable or insurable only at high rates, and the unavailability of such insurance may make it difficult to finance or refinance certain Portfolio Assets.

The Fund may use a substantial amount of leverage in connection with its Portfolio Assets, including for making distributions to Limited Partners.

This leverage may subject such assets to restrictive financial and operating covenants, which may impair the ability for such assets to finance their future operations and capital needs and/or limit their flexibility to respond to

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changing business and economic conditions. While leverage presents opportunities for increasing the Fund’s total return, the ability of the Fund to achieve its stated targeted returns may be linked to the Fund’s ability to locate and obtain leverage at appropriate levels and costs. Furthermore, while the use of leverage may enhance returns and increase the number of acquisitions that can be made, it may potentially increase losses as well. The cumulative effect of the use of leverage by the Fund in a market that moves adversely to the Fund’s assets could result in a loss to the Fund that would be greater than if leverage had not been used. Leverage will increase the exposure of such assets to adverse economic factors such as significantly rising interest rates, economic downturns, and/or deteriorations in the condition of the real estate asset or its market. The net income and net assets of a leveraged entity (such as the Fund) will tend to increase or decrease at a greater rate than if borrowed money were not used. Lenders or other holders of senior positions will be entitled to a preferred cash flow prior to the Fund receiving a return on leveraged assets, and, in the event an asset is unable to generate sufficient cash flow to meet the principal and/or interest payments on its indebtedness, the value of the Fund’s Portfolio Assets could be significantly reduced or even eliminated. Also, if a property or properties are mortgaged to secure payment of indebtedness and such mortgage payments are not made, the property or properties could be foreclosed upon by the mortgagee or otherwise transferred to the mortgagee.

The Fund may also engage in financings directly at the fund level (rather than at the level of the particular vehicles or entities through which the Fund deploys capital). The rights of any lenders making loans directly to the Fund to receive payments of interest or repayments of principal will be senior to those of the Limited Partners, and the terms of any borrowings may contain provisions that limit distributions to the Limited Partners or certain other activities of the Fund. Payments of interest and fees incurred in connection with the borrowings will reduce any income the Fund would otherwise have available. The Fund’s obligations to make interest and/or principal payments on borrowings may prevent the Fund from taking advantage of attractive opportunities. In addition, if the Fund does not generate sufficient cash flow from operations, it may not be able to repay borrowings or it may be forced to sell Portfolio Assets at disadvantageous times to repay borrowings. If a default occurs under a financing, the lender may demand payment and pursue other remedies (such as foreclosure of any collateral) if payment is not made. Defaults may result from a number of potential issues including, without limitation, the inability or failure to comply with financial covenants. The Fund’s performance may be adversely affected if it is not able to repay borrowings at maturity (because of the continuing interest expense) and/or if it is forced to sell Portfolio Assets at disadvantageous times in order to repay borrowings. Moreover in these circumstances, the Fund would likely sell its more liquid assets first to repay borrowings, thus increasing its concentration of Portfolio Assets that are not liquid or readily marketable. If the Fund engages in financings where several assets are cross-collateralized, the Fund could lose its interests in performing Portfolio Assets in the event such performing Portfolio Assets are cross-collateralized with poorly performing Portfolio Assets.

Leveraging the Fund’s assets will involve significant complexity. Any recurrence of the significant contraction in the market for debt financing that occurred in 2008 and 2009 or other adverse changes relating to the terms of such debt financing with, for example, higher interest rates and/or more restrictive covenants, particularly in the area of acquisition financings for real estate-related transactions, may significantly affect the Fund’s ability to obtain favorable financing terms for its Portfolio Assets, which may adversely affect the Fund’s ability to generate returns for the Limited Partners. In the event that the Fund is unable to obtain committed debt financing for potential acquisitions or can only obtain debt at an increased interest rate or on other unfavorable terms, the Fund may have difficulty completing otherwise profitable acquisitions or may generate profits that are lower than would otherwise be the case, either of which could lead to a decrease in the income earned by the Limited Partners. There can be no assurance that the Fund will be able to obtain financing and, to the extent that it is available, there can be no assurance that such financing will be on terms favorable to the Fund, including with respect to interest rates or other material terms. The failure of the Fund to obtain financing on favorable terms (or at all) could adversely affect the returns of the Fund.

Borrowings under a proposed credit facility may be secured, among other things, by the Limited Partners’ interests in the Fund and their obligations to make capital contributions to the Fund. Any inability of the Fund to repay such borrowings could enable a lender to call capital from the Limited Partners and to take action against the Limited Partners and their interests in the Fund to the extent that such Limited Partners fail to fund any such capital call. In connection with the foregoing, the General Partner will have the right to agree (i) to subordinate distributions

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to the Limited Partners to payments required in connection with any borrowings, guarantees or other extensions of credit and (ii) that during the term of any borrowings or guarantees, the Fund will not initiate bankruptcy, insolvency, liquidation, reorganization, dissolution proceedings or any analogous proceedings without the consent of any lender to the Fund. The use of such leverage may limit a Limited Partner’s ability to use its interests in the Fund as collateral for its other indebtedness.

In addition, the Fund may pledge its (or its subsidiaries’) rights in the Portfolio Assets as collateral or security for any financing incurred by the Fund. Any inability of the Fund to repay such borrowings could enable a lender to exercise with respect to the Portfolio Asset which may result in the Fund losing control of such Portfolio Asset and could adversely affect the returns of the Fund. A lender exercising its rights in a foreclosure scenario does not owe any fiduciary duty to the Fund and therefore may make decisions harmful to the underlying obligor, the Limited Partners and the Fund.

In the event that a Limited Partner defaults with respect to any portion of its Capital Commitment, such Limited Partner will be subject to the default remedies set forth in the applicable Agreement, including forfeiture of its voting rights and a substantial portion of its interest in the Fund and/or the cancellation of its Undrawn Capital Commitment.

If the payments made by non-Defaulting Limited Partners (as defined below) and borrowings by the Fund are inadequate to cover the defaulted amounts, the Fund may not be able to pay its obligations when due and may be subject to significant penalties that could limit opportunities for diversification and materially adversely affect the returns to Limited Partners. In addition, if a Limited Partner defaults, non-Defaulting Limited Partners may be obligated to make capital contributions (in proportion to but not in excess of their undrawn commitments) to the Fund to make up for the amounts not paid by such defaulting Limited Partner. Lack of capital may also cause the Fund to lose valuable opportunities. Any default by one or more Limited Partners could have a deleterious effect on the Fund, its assets and the Units of the other Limited Partners. See “Item 11—Description of Registrant’s Securities to be Registered—Defaults” for more information.

Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future.

As part of its business, CIM processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Fund and personally identifiable information of the Limited Partners. Similarly, service providers of CIM may process, store and transmit such information. CIM’s information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, typhoons, earthquakes, wars, terrorist attacks and other similar events. Measures designed to manage risks relating to these types of events cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, CIM may have to make a significant capital outlay to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in CIM’s and/or the Fund’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to partners (and the beneficial owners of partners). A cybersecurity incident could have numerous material adverse effects, including on the operations, liquidity and financial condition of the Fund. Cyber threats and/or incidents could cause financial costs as well as numerous unforeseen costs, including: litigation costs, preventative and protective costs, remediation costs and costs associated with reputational damage, any one of which could be materially adverse to the Fund. Such a failure could harm CIM’s and/or the Fund’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance.

The service providers of CIM are subject to the same electronic information security threats as CIM. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks,

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information relating to the transactions of the Fund and personally identifiable information of the Limited Partners may be lost or improperly accessed, used or disclosed.

Limited Partners making Capital Contributions after the Initial Closing either as newly admitted Limited Partners or by increasing their Capital Commitment will participate in existing Portfolio Assets, diluting the interest of existing Limited Partners therein.

The effect of such dilution could be especially pronounced if Limited Partners are admitted at a time when the Partnership’s NAV is at a depressed level due to adverse market conditions or market disruption. Although such Limited Partners will contribute their pro rata share of previously made capital contributions, there can be no assurance that this payment will reflect the fair value of the Portfolio Assets at the time such Limited Partners make such capital contributions. Furthermore, the Fund’s Organizational Expenses will be amortized over such period as the General Partner determines, in its sole discretion, including over a period that may be a divergence from U.S. generally accepted accounting principles. Therefore, the Fund will not bear, and the NAV at which Limited Partners at subsequent capital contributions are admitted to the Fund will not reflect, such expenses after the amortization period.

The Partnership’s NAV determines the value at which the Partnership issues additional Units. As a result, as discussed above, a Limited Partner’s investment in Units could be diluted by the sale of additional Units. Further, if a Limited Partner requests a redemption, such Limited Partner’s Units may be redeemed at a different price than the price at which such Limited Partner originally purchased its Units. The General Partner will receive an Incentive Allocation on unrealized profit that may ultimately not be realized, and in the case such profit is not ultimately realized, such excess Incentive Allocation will not be returned to the Limited Partner.

In the event that there are substantial redemptions of the Units within a limited period of time, the Fund may find it difficult to adjust its strategies to the suddenly reduced amount of assets under management.

Under such circumstances, if the Fund elects to pay for redemptions in cash, the Fund may liquidate Portfolio Assets at an inappropriate time or on unfavorable terms, resulting in a lower NAV for the remaining Limited Partners and a lower Redemption Price for the redeeming Limited Partners. On an ongoing basis, irrespective of the period over which substantial redemptions occur, it may be more difficult for the Fund to generate additional profits operating on a smaller asset base, and as a result of liquidating assets to fund redemptions, the Fund may be left with a much less liquid portfolio. In addition, such redemptions may materially adversely affect the liquidity position of the Fund, including its ability to satisfy margin calls, satisfy other contractual payment obligations and make other uses of cash.

The General Partner may require the redemption of all or any portion of a Limited Partner’s Units.

The General Partner may require the redemption of all or any portion of such Limited Partner’s Units if, in the good faith judgment of the General Partner, (i) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its affiliates, any individual, partnership, corporation, limited liability company, trust or other entity (a “Person”) in which the Partnership holds assets, any Partner or any prospective acquisition is reasonably likely to result without such redemption, (ii) a violation of any law, rule, regulation or policy is otherwise likely to result or (iii) the contractual rights of such Limited Partner would be materially and adversely affected by an amendment to the Partnership Agreement. Such a redemption could cause such Limited Partner, among other things, to incur transaction costs associated with the (partial or total) liquidation of the Fund’s portfolio or to miss an opportunity to recover earlier losses or to enjoy potentially attractive future returns.

Limited Holdback on Redemptions.

The General Partner will distribute (i) within thirty (30) calendar days after the applicable Redemption Date, an amount equal to ninety percent (90%) of the Redemption Price (without interest) and (ii) within ten (10) business days following the completion and release of the Fund’s quarterly unaudited financial statements with respect to such Redemption Date, an amount equal to the remaining balance of the Redemption Price (without interest), subject to any audit adjustments. The NAV for a redemption may be determined using estimates of the value of assets held by the Fund, and audited financials will generally not be prepared until the end of the calendar year. To the extent

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that a valuation adjustment with respect to any Redemption Price is identified pursuant to an annual audit of the Partnership’s books, the General Partner will identify the calendar quarter in which such value adjustment occurred and will adjust the Redemption Price of the affected Limited Partners who withdrew and received distributions in respect of such redemption in such fiscal year. The Fund will generally not hold back cash amounts from the Redemption Price, and redeeming Limited Partners may not be required to return amounts received if the annual audit of the Fund is inconsistent with the estimates used to determine the Redemption Price. If a redeeming Limited Partner has been overpaid based on such inconsistency between the estimates and the final audited financials, the Fund (and, therefore, the non-redeeming Limited Partners) may be required to bear such losses.

In connection with the consummation of certain Portfolio Assets, the Fund expects to enter into swaps, caps and/or other hedging transactions designed to protect the Fund against adverse movements in interest rates.

While such transactions may reduce certain risks, such transactions themselves entail certain other risks or may react to movements in interest rates differently than originally expected. Thus, while the Fund may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates may result in a poorer overall performance for the Fund than if it had not entered into such hedging transactions.

The Fund may be required to make contingent funding commitments or guarantees to portfolio entities or vehicles or entities in or alongside which the Fund deploys capital and to provide other credit support arrangements in connection therewith.

Such credit support may take the form of a guarantee, a letter of credit or other forms of promise to provide funding. Such credit support may result in fees, expenses, and interest costs to the Fund, which could adversely impact the results of the Fund. Further, to the extent such credit support is not available or is not available at commercially attractive rates, the ability of the Fund to consummate Portfolio Assets and realize its objectives could be negatively impacted.

The Fund is exposed to the risk that third parties that may owe the Fund money, securities or other assets will not perform their obligations.

These parties include, without limitation, trading counterparties, clearing agents, exchanges, clearing houses, custodians, prime brokers, administrators, and other financial intermediaries. These parties may default on their obligations to the Fund due to bankruptcy, lack of liquidity, operational failure, and/or other reasons. This risk may arise, for example, from entering into swap or other derivative contracts under which counterparties have long-term obligations to make payments to the Fund, or executing securities, futures, currency, or commodity trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries. Also, any practice of rehypothecation of securities of the Fund held by counterparties could result in the loss of such securities upon the bankruptcy, insolvency or failure of such counterparties.

The Agreements include exculpation, indemnification and other provisions that limit the circumstances under which the General Partner, the Manager and others can be held liable to the Fund.

In such circumstances, the Fund would be required to indemnify the General Partner, the Manager, their respective affiliates and the respective current and former principals, managers, members, partners, shareholders, officers, directors, employees, agents and representatives thereof, as well as certain other persons who serve at the request of the General Partner or its affiliates for liabilities incurred in connection with the affairs of the Fund. Any Review Agent will also be entitled to the benefit of certain indemnification and exculpation provisions as set forth in the Partnership Agreement. In addition, the Fund may agree to indemnify and exculpate certain placement agents, finders and advisors engaged in connection with the placement of the Units to the maximum extent permitted by law. Such liabilities may be material and have an adverse effect on the returns to the Limited Partners. For example, in their capacity as directors of Portfolio Assets, the members, managers or affiliates of the General Partner may be subject to derivative or other similar claims brought by shareholders of such companies. The indemnification obligation of the Fund including, without limitation, the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would absent certain conduct by the indemnitees be payable from the assets of the Fund, including the Undrawn Capital Commitments of the Limited Partners. Due to

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the open-end nature of the Fund, capital attributable to a Limited Partner admitted after the events giving rise to an indemnification obligation of the Fund may be used to fund such obligation. If the assets of the Fund are insufficient, the General Partner may recall distributions previously made to the Limited Partners, subject to certain limitations set forth in the Agreements. It should also be noted that the General Partner may purchase insurance for the Fund, the General Partner, the Manager and their respective affiliates, employees, agents and representatives, which insurance would be a Partnership Expense.

In addition, Limited Partners should note that the Partnership Agreement contains provisions that, subject to applicable law, (i) reduce or eliminate the duties, including fiduciary and other duties, to which the General Partner would otherwise be subject, (ii) waive duties or consent to the conduct of the General Partner that might not otherwise be permitted pursuant to such duties and (iii) limit the remedies of Limited Partners with respect to breaches of such duties. Additionally, certain service providers to the Fund, the General Partner, the Manager, their respective affiliates and other persons, including, without limitation, any Review Agent, may be entitled to exculpation and indemnification (in certain cases, on terms more favorable to them than those available to indemnitees generally). As a result, the Limited Partners may have a more limited right of action in certain cases than they would in the absence of such limitations.

Limited Partners’ rights to information regarding the Fund will be specified, and strictly limited, in the Partnership Agreement.

In particular, it is anticipated that the General Partner, the Manager and/or their respective affiliates will obtain certain types of material information from Portfolio Assets that will not be disclosed to Limited Partners because such disclosure is prohibited by contractual, legal or other obligations outside of the control of the General Partner, the Manager and/or their respective affiliates. Decisions by the General Partner, the Manager and/or their respective affiliates to withhold information may have adverse consequences for Limited Partners in a variety of circumstances. For example, a Limited Partner that seeks to transfer its Units may have difficulty in determining an appropriate price for such Units. Decisions to withhold information also may make it difficult for Limited Partners to monitor the General Partner, the Manager and their respective performance. Additionally, it is expected that Limited Partners that are offered the opportunity to co-invest in transactions may, by virtue of such participation or offer, have more information about the Fund and Portfolio Assets in certain circumstances than other Limited Partners generally and may be disseminated information in advance of communication to other Limited Partners generally.

Certain Limited Partners may request information from the General Partner relating to the Fund and, to the extent such information is readily available or may be obtained without unreasonable effort or expense, the General Partner will generally provide such Limited Partners with the information requested. Limited Partners that request and receive such information will consequently possess information regarding the business and affairs of the Fund that is not generally known to other Limited Partners. As a result, certain Limited Partners may be able to take actions on the basis of such information which, in the absence of such information, other Limited Partners do not take.

Because we do not have nomination and corporate governance, audit or compensation committees, you will have to rely on the existing management team and the General Partner to perform these functions.

We do not have a nomination and corporate governance, audit or compensation committee and these functions are performed by the existing management team and the General Partner as a whole. Thus, there is a potential conflict in that the management team will participate in discussions concerning management compensation and audit issues that may affect management decisions. These decisions may not be in your best interests.

We will incur increased costs as a result of operating as a reporting company, and our management will be required to devote substantial time to new compliance initiatives.

We will incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees and SOX compliance costs. However, for as long as we remain an “emerging growth company” as defined in the JOBS Act, or a “smaller reporting company,” we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other reporting companies that are not “emerging growth companies” or “smaller reporting companies”

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including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of SOX, reduced disclosure obligations regarding executive compensation in our periodic reports and other SEC filings, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an “emerging growth company” or a “smaller reporting company,” as applicable. We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, we would cease to be an “emerging growth company” as of the following December 31. We expect to remain a “smaller reporting company” for as long as the Units are not publicly traded. After, and if ever, we are no longer an “emerging growth company” or a “smaller reporting company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not “emerging growth companies,” including Section 404 of SOX.

Our internal controls over financial reporting may not be effective and its independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Pursuant to Section 404 of SOX, we will be required to furnish a report by its management on our internal control over financial reporting. However, while we remain an emerging growth company, we will not be required to include an attestation report on internal control over financial reporting issued by its independent registered public accounting firm. To achieve compliance with Section 404 of SOX within the prescribed period, we will be engaged in a process to document and evaluate its internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and counsel and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that it will be able to conclude within the prescribed timeframe that its internal control over financial reporting is effective as required by Section 404 of SOX. As a result, our Units could decline in value due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving its internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.

Certain Regulatory, Tax and Legal Risks

The Fund’s ability to achieve its objectives, as well as the ability of the Fund to conduct its operations, is based on laws and regulations which are subject to change through legislative, judicial and/or administrative action. Future legislative, judicial and/or administrative action could adversely affect the Fund’s ability to achieve its objectives, as well as the ability of the Fund to conduct its operations.

There continues to be significant discussion regarding enhancing governmental scrutiny and/or increasing the regulation of the private equity industry. On July 21, 2010, the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was signed into law. A key feature of the Dodd-Frank Act is the potential extension of prudential regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) to U.S. nonbank financial companies that are not currently subject to such regulation but that are determined to pose risk to the U.S. financial system. The Dodd-Frank Act defines a “nonbank financial company” as a company that is predominantly engaged in activities that are financial in nature. The Financial Stability Oversight Council (the “FSOC”), an interagency body created by the Dodd-Frank Act to monitor and address systemic risk, has the authority to subject such a company to supervision and regulation by the Federal Reserve (including capital, leverage and liquidity requirements) if the FSOC determines that such company is systemically important, in that it poses a risk to the U.S. financial system. The Dodd-Frank Act does not contain any minimum size requirements for such a determination by the FSOC, and it is possible that it could be applied to private funds, particularly large, highly leveraged funds. On April 18, 2016, the FSOC released an update on its multi-year review of asset management products and activities and created an interagency working group to assess potential risks associated with certain leveraged funds, but it did not issue any proposed rules or regulations. While at this stage it is difficult to predict the scope of any new regulations, if regulations were to extend the regulatory and supervisory

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requirements, such as capital and liquidity standards, currently applicable to banks to other nonbank companies, or the Fund were considered to be engaged in certain “shadow banking” activities, either in the United States or in any other jurisdiction in which the Fund engages in investment activities, the regulatory and operating costs associated therewith could adversely impact the implementation of the Fund’s investment strategy and the Fund’s returns and may become prohibitive.

The Dodd-Frank Act also imposes a number of restrictions on the relationship and activities of banking organizations with certain private equity funds and hedge funds and other provisions that will affect the private equity industry, either directly or indirectly. Included in the Dodd-Frank Act is the so-called “Volcker Rule,” which takes the form of Section 13 of the Bank Holding Company Act of 1956 (as amended from time to time, and the rules promulgated thereunder, the “BHC Act”). Among other things, the Volcker Rule prohibits any “banking entity” (generally defined as any insured depository institution, subject to certain exceptions, any company that controls such an institution, a non-U.S. bank that is treated as a bank holding company for purposes of U.S. banking law, and any affiliate or subsidiary of the foregoing entities) from sponsoring or acquiring or retaining an ownership interest in a private equity fund or hedge fund that is not subject to the provisions of the 1940 Act in reliance upon either Section 3(c)(1) or Section 3(c)(7) of the 1940 Act. The Volcker Rule also permits the Federal Reserve to require, by rule, that certain nonbank financial companies that have been determined to be systemically important by the FSOC and subject to supervision and regulation by the Federal Reserve (as discussed above) comply with additional capital requirements for, and additional quantitative limits with regard to, such activities, although such nonbank financial companies are not expressly prohibited from sponsoring or investing in such funds. The Volcker Rule became effective as a matter of statute on July 21, 2012, but banking entities had a so-called “conformance period,” which ran until July 21, 2015 (or July 21, 2017, in the case of investments in and relationships with certain “legacy funds” that were in place prior to December 31, 2013), to wind down, sell, transfer or otherwise conform their investments and activities to the Volcker Rule, absent an extension by the Federal Reserve or an exemption for certain “permitted activities.” On December 10, 2013, the Federal Reserve and other federal regulatory agencies issued final rules implementing the principal components of the Volcker Rule. Prospective Limited Partners that are banking entities should consult their bank regulatory counsel prior to purchasing Units. The Dodd-Frank Act, as well as future related legislation, may have an adverse effect on the private equity industry generally and/or on CIM or the Fund, specifically. On May 24, 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Reform Act”) was signed into law. Among other regulatory changes, the Reform Act amends various sections of the Dodd-Frank Act, including by modifying the Volcker Rule. The ultimate consequences of the Reform Act and other legislative and regulatory developments on the Partnership and its activities remain uncertain. Therefore, there can be no assurance that any continued regulatory scrutiny or initiatives will not have an adverse impact on CIM or otherwise impede the Fund’s activities.

The enactment of these reforms and/or other similar legislation could have an adverse effect on the private investment funds industry generally and on the Manager and/or the Fund specifically, and may impede the Fund’s ability to effectively achieve its objectives.

If CIM advisors, or an affiliate thereof that is a registered investment adviser under the Advisers Act, is a Manager of the Fund, such Manager will be required to comply with a variety of periodic reporting and compliance-related obligations under applicable federal and state securities laws (including, without limitation, the obligation of such Manager to make regulatory filings with respect to the Fund and its activities under the Advisers Act (currently including, without limitation, Form PF and Form ADV), as well as other international jurisdiction-specific obligations). In light of the heightened regulatory environment in which the Fund and the Manager operate and the ever-increasing regulations applicable to private investment funds and their managers, it could become increasingly expensive and time-consuming for the Fund, the Manager and their affiliates to comply with such regulatory reporting and compliance-related obligations. The Fund will be required to bear the Fund’s expenses relating to compliance-related matters and regulatory filings relating to the activities of the Fund, which are likely to be material, including on a cumulative basis over the life of the Fund. For example, if a Manager is a registered investment adviser under the Advisers Act, Form PF will require that such Manager report the regulatory assets under management of the Fund, and because the Fund will be required to bear the Fund’s expenses relating to compliance-related matters and regulatory filings relating to the activities of the Fund, the Fund will bear the costs and expenses of initial and ongoing Form PF compliance applicable to the Fund, including costs and expenses of

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collecting and calculating data and the preparation of such reports and filings. Certain of these expenses are likely to be material, including on a cumulative basis over the life of the Fund. Any further increases in the regulations applicable to private investment funds generally or the Fund and/or the Manager in particular may result in increased expenses associated with the Fund’s activities and additional resources of the Manager being devoted to such regulatory reporting and compliance-related obligations, which may reduce overall returns for the Limited Partners and/or have an adverse effect on the ability of the Fund to effectively achieve its objective.

Furthermore, various federal, state and local agencies have been examining the role of placement agents, finders and other similar service providers in the context of investment by public pension plans and other similar entities, including investigations and requests for information, and in connection therewith, new and/or proposed rules and regulations in this arena may increase the possibility that the General Partner, the Manager and/or their respective affiliates may be exposed to claims and/or actions that could require a Limited Partner to redeem from the Fund. As a related matter, CIM may be required to provide certain information regarding Limited Partners to regulatory agencies and bodies in order to comply with applicable laws and regulations, including the U.S. Foreign Corrupt Practices Act (the “FCPA”).

As a result, there can be no assurance that any of the foregoing will not have an adverse impact on CIM or otherwise impede the Fund’s ability to effectively achieve its objectives.

If we fail to operate our business in a manner that permits our exclusion from the definition of “Investment Company” under the 1940 Act, we would become subject to substantial regulation with respect to our capital structure, management, operations, transactions with affiliated persons (as defined in the 1940 Act), and portfolio composition, which would materially adversely affect the Fund.

Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (1) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, or (2) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We do not believe that we are an “investment company,” as such term is defined in either of those sections of the 1940 Act. We intend to conduct our operations so that we will not be deemed an investment company. We intend to rely on the exemption from the registration requirements of the 1940 Act under Section 3(c)(5)(C) thereof as discussed above. See “Item 1 Business—Investment Company Act of 1940.”

If it were established that we were an unregistered investment company, there would be a risk that we would be subject to monetary penalties and injunctive relief in an action brought by the SEC. If we were required to register as an investment company, restrictions imposed by the 1940 Act, including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

Registration with the U.S. Commodity Futures Trading Commission (the “CFTC”) as a “commodity pool operator” or any change in the Fund’s operations necessary to maintain CIM’s, the General Partner’s and/or their respective affiliates’ ability to rely upon the exemption from registration could adversely affect the Fund’s ability to implement its objectives, conduct its operations and/or achieve its objectives and/or subject the Fund to certain additional costs, expenses, and/or administrative burdens.

Furthermore, any determination by CIM, the General Partner or such affiliate, as applicable, to cease or to limit the acquisition of interests which may be treated as “commodity interests” in order to comply with the regulations of the CFTC may have a material adverse effect on the Fund’s ability to implement its objectives and to hedge risks associated with its operations. The Fund’s private placement memorandum, as amended and restated from time to time (the “Memorandum”) will not be required to be, and will not be, filed with the CFTC. The CFTC does not pass upon the merits of participating in the Fund or upon the adequacy or accuracy of the Memorandum. Consequently, the CFTC has not reviewed or approved, and will not review or approve, this offering, the Memorandum, this registration statement or any other offering memorandum for the Fund.

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Some of the Units may be held by Limited Partners that are public pension plans and listed investment vehicles, which are subject to public disclosure requirements.

The amount of information about their investments that is required to be disclosed has increased in recent years, and that trend may continue. To the extent that the General Partner determines in good faith that, as a result of the U.S. Freedom of Information Act (“FOIA”), any governmental public records access law, any state or other jurisdiction’s laws similar in intent or effect to FOIA, or any other similar statutory or regulatory requirement, a Limited Partner or any of its affiliates may be required to disclose information relating to the Fund, its affiliates, and/or any entity in which they directly or indirectly participate (other than certain fund-level, aggregate performance information described in the Partnership Agreement or the governing documents of any other fund entity), the General Partner may, in order to prevent any such potential disclosure, withhold all or any part of the information otherwise to be provided to such Limited Partner. Conversely, potential future regulatory changes applicable to managers and/or the accounts they manage could result in the Manager and/or the Fund becoming subject to additional disclosure requirements the specific nature of which is as yet uncertain.

Economic sanction laws in the United States and other jurisdictions may prohibit CIM, CIM’s professionals and/or the Fund from transacting with or in certain countries and with certain individuals and companies.

In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, Executive Orders and regulations establishing U.S. economic and trade sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers, and other parties subject to OFAC sanctions and embargo programs. The lists of OFAC prohibited countries, territories, persons and entities, including the List of Specially Designated Nationals and Blocked Persons, as such list may be amended from time to time, can be found on the OFAC website at <http://www.treas.gov/ofac>. In addition, certain programs administered by OFAC prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the lists maintained by OFAC. These types of sanctions may significantly restrict the Fund’s activities in certain emerging market countries.

In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities, and of corruption. CIM, the CIM professionals and/or the Fund are committed to complying with the FCPA and other anti-corruption laws and regulations, as well as anti-boycott regulations, to which they are subject. As a result, the Fund may be adversely affected because of its unwillingness to participate in transactions that violate such laws or regulations. Such laws and regulations may make it difficult in certain circumstances for the Fund to act successfully on opportunities and for Portfolio Assets to obtain or retain business.

In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, the United Kingdom has recently significantly expanded the reach of its anti-bribery laws. While CIM has developed and implemented policies and procedures designed to cause compliance by CIM and its personnel with the FCPA, such policies and procedures may not be effective in all instances to prevent violations. In addition, in spite of CIM’s policies and procedures, affiliates of portfolio entities, particularly in cases where the Fund or another CIM-sponsored fund or vehicle does not control such portfolio entity, may engage in activities that could result in FCPA violations. Any determination that CIM has violated the FCPA or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and/or a general loss of confidence, any one of which could adversely affect CIM’s business prospects and/or financial position, as well as the Fund’s ability to achieve its objective and/or conduct its operations.

The TCJA has made many major changes to the taxation of individuals and businesses.

There are a number of technical issues and uncertainties in the TCJA, which may be clarified in future guidance. It is not possible to predict whether any clarifications will result in adverse consequences to the Partnership or to investors in the Partnership. In addition, changes or modifications in existing judicial decisions or in the current positions of the IRS or any other tax authority and the passage of new legislation could substantially modify the tax

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treatment as described in this registration statement, possibly on a retroactive basis. The Partnership cannot predict whether the U.S. Congress or any other legislative body will enact new tax legislation or whether the IRS or any other tax authority will issue new regulations or other guidance, nor can it predict what effect such legislation or regulations might have. There can be no assurance that new legislation or regulations, including changes to existing laws and regulations, will not have an adverse effect on the Partnership’s investment performance, the Partnership’s ability to qualify as a QOF and/or an investor’s ability to utilize the tax benefits of the QOF regime.

Although the Partnership intends to manage its investments and operations to meet the requirements to qualify as a QOF, it is possible the IRS may assert that it failed to do so, in which case the Partnership may not qualify for the benefits.

The TCJA recently established the QOF regime, and many of its aspects remain unclear. It is possible that further guidance issued by the U.S. Department of Treasury (“Treasury”) may clarify or change the QOF rules in a manner which may be adverse to the Partnership or investors in the Partnership. Moreover, it is possible that the Partnership may fail to meet the requirements to be treated as a QOF, and there can be no guarantee that any investor will realize any tax benefits of investing in a QOF as a result of an investment in the Partnership.

The Partnership May Not Meet the Asset Test in the Future.

To qualify as a QOF, at least ninety percent (90%) of the assets of the Partnership must be “qualified opportunity zone property” (the “Asset Test”) as described in “Business—Opportunity Zone Tax Benefits.” The Partnership must meet this test based on an average of its holdings measured twice each year. Qualified opportunity zone property includes “qualified opportunity zone business property,” as well as certain interests in domestic partnerships and domestic corporations that are treated as engaged in a “qualified opportunity zone business.” Generally, qualified opportunity zone business property is tangible property used in a trade or business that meets certain specified requirements and is located in Opportunity Zones pursuant to certain requirements in the Code. The Partnership may not be able to satisfy the Asset Test because it cannot deploy capital in a timely manner, faces construction delays, there are delays in receiving governmental approvals or due to other factors outside the Partnership’s control, in which case the Partnership may be subject to penalty taxes as provided under the Code (unless it is eligible for a reasonable-cause exception) and may fail to qualify as a QOF.

Investors must make appropriate timely investments and elections in order to take advantage of the tax benefits of a QOF.

For an investor to receive the QOF tax benefits that the Partnership is intended to enable, the investor must make a timely investment of capital gains in the Partnership and timely elect to treat such investment as a QOF investment under the Code. In particular, in general, an investor must generate any capital gain it wishes to defer by investing in the Partnership from a sale or exchange to an unrelated party within 180 days of the investment in the Partnership (certain special rules may apply to investors who are partners in partnerships and who have certain types of gain (e.g. “1231 gains”)). Investors that make multiple investments in the Partnership may have a blended holding period in their Units. This may extend the period the investor must hold the Units in order to qualify for the entire ten percent (10%) step-up in adjusted tax basis for QOF interests held for five years, the additional five percent (5%) step-up in adjusted tax basis for QOF interests held for seven years and the exclusion from capital gain on the post-investment appreciation of Units held for ten years (“Ten-Year Benefit”) as described in “Business—Opportunity Zone Tax Benefits.” Investors should consult with their own tax advisors to ensure that capital gain they wish to invest is eligible for the QOF regime.

The Partnership may call capital when an investor does not have, or is not able to generate, adequate capital gain to meet the full capital call, in which case the investor may have to invest cash in the Partnership that is not eligible for the benefits of a QOF.

Investors should be aware that the Partnership may not call capital within 180 days after the investor initially subscribes to the Partnership, in which case the investor may be unable to invest any capital gain the investor has realized at the time of subscription into the Partnership within the time prescribed by the Code to obtain the benefits of the QOF program. Investors should be prepared to generate capital gain with respect to each capital call if they wish to take full advantage of the tax benefits of the QOF regime.

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The Partnership May Use Alternative Investment Vehicles to Hold its Investments.

The Partnership may hold some of its investments through alternative investment vehicles (“AIVs”) that are intended to be treated as QOFs. The use of AIVs may facilitate the sale of the interests in the AIV QOF and enable investors to take advantage of the Ten-Year Benefit. If the sale of an AIV is respected as sale of a QOF, investors are expected to be able to report the Ten-Year Benefit associated with the sale of interests in a QOF. It is possible, however, that the IRS will not respect the Partnership and each of the AIVs as separate entities and instead aggregate them as one entity, in which case the sale of the AIV may not allow an investor to receive any or all of the benefits of investing in a QOF.

Investors May Be Limited in Their Ability to Use Losses and Credits.

The ability for investors to use any losses and credits that the Partnership generates may be limited. Under the Code, an investment in a QOF has an initial tax basis of zero except as specifically adjusted in the QOF statute, in which case the investor will not be able to claim any deductions, losses or credits that would reduce adjusted tax basis below zero under the general rule that deductions cannot reduce adjusted tax basis below zero. Under Treasury Regulations, debt incurred by the Partnership will create basis with respect to an investment in the QOF, which may permit investors to utilize deductions. Losses and credits generated by the Partnership may also be subject to the restrictions under the “passive activity” rules of the Code. Prospective investors are urged to consult their tax advisors for advice on the ability to use any losses and credits generated by the Partnership.

Sales of Assets by the Partnership May Result in Double Taxation or Result in an Investor’s Inability to Qualify for All or a Part of the Ten-Year Benefit.

If the Partnership sells any assets, under generally applicable partnership tax law principles, the gain from such sale will be allocated to the investors in the Partnership. If an investor has held its interest in the Partnership for ten years or more, such investor may obtain the Ten-Year Benefit by electing to exclude from gross income some or all of the gain arising from the sale of Opportunity Zone property held by the Partnership. If an investor makes a valid election to exclude such gain from gross income, such gain will increase the investor’s tax basis in the Partnership. However, it is not clear whether income allocations would increase the investor’s adjusted tax basis in the Partnership, because the QOF rules state the initial tax basis of an investment in QOFs is zero except as specifically adjusted in the QOF statute and Treasury Regulations (and not the general rules associated with the taxation of partnership interests, which generally increase an investor’s tax basis in a partnership interest for income and gain allocated to such investor). If there were no increase in adjusted tax basis as a result of the income and gain allocation that is not excluded pursuant to the deduction mentioned in the Treasury Regulations, and the investor were to redeem its interest, it may receive a distribution in excess of adjusted tax basis and therefore pay tax twice on the same gain (unless suspended losses are available to shelter all or part of this gain). If the investor is eligible for the Ten-Year Benefit, the amount of the Ten-Year Benefit would effectively be reduced by the amount of gain recognized and passed through to a Partner by the Partnership. As of December 31, 2022, the Partnership does not expect to sell assets until the first investors in the Partnership as of are eligible for the election to exclude gains from gross income pursuant to the Ten-Year Benefit with respect to their entire interests in the Partnership (i.e., ten years after the last capital call with respect to such interests), though no guarantee can be given in this regard and in certain circumstances the Partnership may sell assets before some or all investors are able to avail themselves of such election.

Redemptions by Partners May Not Qualify for the Ten-Year Benefit.

To the extent that it is required to do so, the Partnership intends to take the position that gain on distributions in redemption of Units that the Partnership pays to a Partner after the tenth anniversary of the last contribution made by the Limited Partners seeking the Opportunity Zone tax benefits (the “OZ Period”) generally will qualify as gains from the sale or exchange of the Partner’s Units, thus allowing Partners that have elected to treat their investment as a QOF investment to avail themselves of the Ten-Year Benefit and exclude from taxable income any gain they recognize from the Partnership. The Partnership has received an opinion (subject to the risk factors discussed below) that a redemption of Units should be treated as a sale or exchange for purposes of the Ten-Year Benefit. Despite receipt of the opinion, however, such a redemption may not be treated as a sale or exchange for purposes of the QOF

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rules, in which case it would not be eligible for the income tax exclusion described in the prior sentence. Distributions in redemption of some but not all of a Partner’s Units are subject to additional uncertainty and are subject to further complications. The rules in this area are uncertain and additional guidance issued during the ten-year period could substantially diminish or eliminate the Partnership’s ability to take such a position (if required) or the ability of investors to avail themselves of the Ten-Year Benefit. For further discussion, see “Business—Opportunity Zone Tax Benefits.” Investors are urged to consult with their own tax advisors regarding the foregoing.

Investors Will Need Cash from Sources Other than the Partnership to Pay Taxes on Capital Gain Realized on Their Original Investment in the Partnership.

Under the QOF rules, the amount of capital gain an investor contributes to a QOF is deferred until the earlier of (i) the date on which the interest in the QOF is sold or exchanged (or certain other events occur) and (ii) December 31, 2026. At such time, the investor is required to recognize capital gain in an amount equal to the lesser of (x) the full amount of the capital gain or (y) the fair market value of the interest as determined at such time. The Partnership may not provide tax distributions or other cash to investors to pay any tax liability with respect to the deferred gain when it is recognized. Investors should consult their own tax advisors in determining whether an interest in the QOF has been sold or exchanged for purposes of this deferral provision.

State and Local Tax Law May Not Follow the Opportunity Zone Statute.

The Opportunity Zone statute provides for benefits with respect to U.S. federal income tax law, but it is unclear the extent, if any, to which these benefits will be available with respect to state or local taxes. If state or local taxes do not incorporate the federal statute, or incorporate it only in part, investors may be subject to state and local tax on the capital gain invested in a QOF in the year the investment is made and subject to tax on any appreciation on such invested gain when their Unit is sold or exchanged (or certain other events occur). Investors are urged to consult their tax advisors on the potential state and local tax consequences of an investment in the Partnership.

Investments of the Fund may be subject to increases in certain state or local taxes.

In the November 8, 2022 general election, a City of Los Angeles ballot measure, Proposition ULA, proposed to increase transfer tax rates in the City of Los Angeles on real estate sales valued at $5 million or more. Proposition ULA was approved and is effective as of April 1, 2023. When enacted, the new rate would be 4% for properties valued at $5 million or more and 5.5% for properties valued at more than $10 million. Nine (9) of our properties are located in the City of Los Angeles, when Proposition ULA is effective, it will reduce the amount of proceeds that we will receive when we sell our Los Angeles properties. This in turn may reduce our profitability, make our properties located in the City of Los Angeles less attractive than properties located elsewhere, and make us less competitive than other funds that do not have properties in the City of Los Angeles.

The Partnership may be audited by U.S. federal, state or local income tax authorities. Such an audit may result in an increased income tax liability of the Partners of the Partnership.

If the IRS audits the Partnership under the partnership audit rules enacted by the Bipartisan Budget Act of 2015 (the “BBA Rules”), which are applicable to any taxable year beginning after December 31, 2017, the Partnership itself will generally be responsible for paying any “imputed underpayment” of tax resulting from audit adjustments (including interest and penalties) in the taxable year during which the audit is finalized, unless the Partnership makes an election pursuant to Section 6226 of the Code (which the Partnership may or may not make). If the Partnership makes such election, the audit adjustments (together with interest and penalties) at the Partnership level will be assessed against the partners of the Partnership.

As a result, under the BBA Rules, Partners in the year of the adjustment, rather than Partners in the year under audit, may effectively bear the cost of such adjustments. A Partner that redeems or transfers all or a portion of its Units of the Partnership will, however, remain liable for its share of “imputed underpayment” (including interest and penalties) of the Partnership relating to the taxable years (or portions thereof) of the Partnership before the redemption or transfer of such Unit, and the General Partner may (but is not obligated to) require such Partner to pay its share of such adjustments (including any adjustments that relate to the redeemed or transferred portion of the Units). Instead of the Partnership paying the “imputed underpayment” (including interest and penalties) as described

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above, the General Partner (or a person appointed by it) may (but is not obligated to) make an election pursuant to Section 6226 of the Code to cause any such audit adjustments (together with interest and penalties) to be assessed instead against the Partners of the Partnership. Any audit of the Partnership may increase the risk that the IRS or other taxing authority audits an individual investor, including with respect to such investor’s tax positions relating to the QOF regime and tax benefits associated therewith. Because, as discussed above, the uncertainty of the QOF regime likely means that the Partnership will take uncertain tax positions, the risk of audit with respect to the Partnership may be meaningfully higher than in the case of an investment fund that is not intended to operate as a QOF.

Government counterparties may have the discretion to change or increase regulation of a Portfolio Asset’s operations, or implement laws and/or regulations affecting the Portfolio Asset’s operations, separate from any contractual rights it may have.

A Portfolio Asset could be materially and adversely affected as a result of statutory and/or regulatory changes and/or judicial and/or administrative interpretations of existing laws and/or regulations that impose more comprehensive or stringent requirements on such company.

In addition, governments have considerable discretion in implementing regulations that could impact a Portfolio Asset’s business, including, for example, the possible imposition or increase of taxes on income earned by a portfolio entity or gains recognized by the Fund on its acquisition, operation and/or disposition of such portfolio entity, and governments may be influenced by political considerations and may make decisions that adversely affect a Portfolio Asset’s business. There can be no assurance that the relevant governmental entities will not legislate, impose regulations, and/or change applicable laws or act contrary to the law in a way that would materially and adversely affect the business of the Portfolio Assets. The Fund or a Portfolio Asset may be unable to effectively pursue legal remedies against governmental entities for a breach of contractual obligations or other violations of their legal rights.

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ITEM 2               FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this Registration Statement. In addition to historical information, the following discussion and other parts of this Registration Statement contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to the factors discussed under “Item 1A. Risk Factors” and “Forward-Looking Statements” appearing elsewhere herein.

Overview

The Fund was formed on November 1, 2018 and commenced operations on January 21, 2019, and is governed by the Partnership Agreement. The Fund is organized as an open-ended vehicle for the purpose of acquiring, owning, developing or re-developing and operating infrastructure and real estate assets in Opportunity Zones, with the objective of generating returns from capital appreciation and operating income once development is complete. The Fund’s assets under development had plans in place or were developed at the time of the Fund’s acquisition that are strategic to each asset achieving current income and appreciation of value. The Fund engages third parties or affiliates of the Manager (also referred to as the “development manager”) to provide development management services and in consideration pays development management fees.

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Portfolio Information

The following table shows the property statistics of our real estate assets as of March 31, 2023 (dollar amounts in thousands):

Investment Description	Acquisition Date	Ownership (1)			Fair Value
Land and Improvements
Office — Los Angeles, CA	10/1/2019	99.3	%		$	68,143
Office — Los Angeles, CA	1/4/2021	99.0	%		43,577
Office — Los Angeles, CA	12/2/2021	99.0	%		5,180
Hotel — Atlanta, GA	6/30/2022	99.0	%		110,939
Multifamily — Atlanta, GA	6/30/2022	99.0	%		110,503
Office — Los Angeles, CA	3/15/2023	99.0	%		17,146
Office — Los Angeles, CA	3/1/2023	99.0	%		7,854
Total land and improvements					363,342
Office
Office — Dallas, TX	6/4/2021	61.9	%		118,148
Mixed-use
Multifamily — Washington D.C.	7/27/2021	91.0	%		65,460
Office — Los Angeles, CA	5/10/2022	99.0	%		11,642
Multifamily — Los Angeles, CA	6/1/2022	99.0	%		12,713
Multifamily — Los Angeles, CA	6/1/2022	99.0	%		12,681
Multifamily — Los Angeles, CA	6/1/2022	99.0	%		55,314
Multifamily — Los Angeles, CA	3/30/2023	99.0	%		23,011
Total Mixed-use					180,821
Renewable Energy
Solar — Lemoore, CA	12/13/2019	26.7	%		138,857
Solar — Lemoore, CA	12/13/2019	15.1	%		13,010
Solar — Lemoore, CA	12/7/2022	99.3	%	(2)	556,877
Solar — Lemoore, CA	4/20/2022	87.5	%		366,971
Total Renewable Energy					1,075,715
Total Investments					$	1,738,026

__________________

(1)The Fund invests indirectly in properties through its investments in membership interests of the property-owning entity.

(2)Investment has a loan agreement with an affiliated vehicle managed by CIM (the “Lender”) in the principal amount of up to $75.0 million. As of March 31, 2023, the loan amount outstanding was $75.0 million. Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment.

Results of Operations

Comparison of the Three Months Ended March 31, 2023 to the Three Months Ended March 31, 2022

The following table provides summary information about our results of operations for the three months ended March 31, 2023 and 2022 (in thousands):

	Three Months Ended March 31,
	2023		2022		Change
Interest and other income	$	217	$	202	$	15
Organization costs	$	69	$	55	$	14
Management fees	$	7,735	$	4,866	$	2,869
Administrative expenses	$	1,022	$	539	$	483
Net change in unrealized (loss) gain on investments	$	(15,355)	$	19,794	$	(35,149)

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Interest and other income

Interest income consists of amounts received on interest-bearing accounts. In addition, interest income includes distributions from investments in limited liability companies that are recognized as income when received to the extent such amounts are paid from earnings and profits of the underlying investee.

The increase in interest income of $15,000 during the three months ended March 31, 2023, compared to the same period in 2022 was primarily due to increased activity in our interest-bearing accounts during the three months ended March 31, 2023.

Organization costs

Organization costs primarily consist of allocable costs and expenses reimbursed to the Manager.

Organization costs during the three months ended March 31, 2023 have remained relatively consistent compared to the same period in 2022.

Management fees

Management fees are calculated based on each Limited Partner’s Management Fee percentage multiplied by their proportionate share of NAV as of the beginning of the quarter.

The increase in management fees of $2.9 million during the three months ended March 31, 2023, compared to the same period in 2022 was primarily due to the additional capital raise that drove the NAV increase. From March 31, 2022 to March 31, 2023 the Fund accepted an additional $522.0 million in capital contributions. Such capital contributions, along with existing cash on hand was used for the acquisition of 11 assets with a fair value of $1.3 billion subsequent to March 31, 2022.

Administrative expenses

Administrative expenses consist of legal, accounting expenses, banking fees and corporate expenses.

The increase in administrative expenses of $483,000 during the year ended March 31, 2023, compared to the same period in 2022 was primarily due to the increased NAV at March 31, 2023 compared to at March 31, 2022, as further described above. With a larger NAV, the scale of operations and the complexity of managing the assets also increases. This leads to higher administrative expenses, as more resources and personnel are required to handle the expanded portfolio effectively. Additionally, the Fund’s third party administrator is compensated based on a fee structure that is tied to the NAV of the Fund. As the NAV increases, the fee amount also increases proportionately.

Net change in unrealized (loss) gain on investments

The decrease in the net change in unrealized (loss) gain on investments of $15.4 million for the three months ended March 31, 2023 was due to the valuation of the portfolio assets which were adjusted to reflect changing market conditions and environment in addition to higher costs of capital. When comparing the same period in 2022 there was an increase at March 31, 2022 of $19.8 million due to occupancy rates increasing, rental income increasing, land values increasing, and construction costs decreasing.

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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

The following table provides summary information about our results of operations for the years ended December 31, 2022 and 2021:

	Year Ended December 31,
	2022		2021		Change
Interest and other income	$	2,727,793	$	304,373	$	2,423,420
Organization costs	$	357,658	$	377,598	$	(19,940)
Management fees	$	24,305,620	$	6,908,821	$	17,396,799
Incentive fees	$	5,516,312	$	—	$	5,516,312
Administrative expenses	$	2,685,380	$	2,130,387	$	554,993
Net realized loss on investments	$	—	$	(56,878)	$	56,878
Net change in unrealized gain on investments	$	79,474,574	$	64,950,245	$	14,524,329

Interest and other income

Interest income consists of amounts received on interest-bearing accounts. In addition, interest income includes distributions from investments in limited liability companies that are recognized as income when received to the extent such amounts are paid from earnings and profits of the underlying investee.

The increase in interest income of $2,423,420 during the year ended December 31, 2022, compared to the same period in 2021 was primarily due to increased activity in our interest-bearing accounts during the year ended December 31, 2022.

Organization costs

Organization costs primarily consist of allocable costs and expenses reimbursed to the Manager.

Organization costs during the year ended December 31, 2022 have remained relatively consistent compared to the same period in 2021.

Management fees

Management fees are calculated based on each Limited Partner’s Management Fee percentage multiplied by their proportionate share of NAV as of the beginning of the quarter.

The increase in management fees of $17,396,799 during the year ended December 31, 2022, compared to the same period in 2021 was primarily due to the additional capital raise that drove the NAV increase. From year ended December 31, 2022 compared to the year ended December 31, 2021 the Fund accepted an additional $600,433,747 in capital contributions. Such capital contributions, along with existing cash on hand was used for the acquisition of 8 assets with a fair value of $1,036,832,000 subsequent to December 31, 2021.

Incentive fees

The General Partner or an affiliate thereof is entitled to receive an incentive allocation from the Limited Partners of the Fund at the end of an incentive allocation period, subject to certain performance objectives being met pursuant to the Partnership Agreement. The General Partner has designated the CIM Opportunity Zone Fund SLP, LLC (the “SLP”) to receive the incentive allocation. The General Partner may, in its discretion, waive, reduce or defer allocation of all or a portion of the incentive allocation attributable to any units of any Limited Partner.

Incentive fees increased by $5,516,312 during the year ended December 31, 2022, compared to the same period in 2021. During the year ended December 31, 2022, realized incentive allocation to SLP was $10,465,140 and Pursuant to Section 5.07(a)(ii) of the LPA, for the year ended December 31, 2022 the General Partner elected to have $5,516,312 of the total realized incentive paid as an incentive fee, which is reflected in the statement of

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operations, and the remaining $4,948,828 of realized incentive was allocated to the SLP. No such incentive allocation amounts were paid as an incentive fee during the year ended December 31, 2021.

The General Partner receives an Incentive Allocation of 20% annually, which is the portion of profits or gains to which the General Partner is entitled above a certain threshold. The threshold, or “high watermark,” is a mechanism that ensures the General Partner only receives an Incentive Allocation if the Fund's value surpasses the highest previous value. This means that if the Fund's value decreases below the high watermark, the General Partner will not receive any Incentive Allocation until the value exceeds the previous high point (which is determined based on a hurdle rate). The hurdle rate is a minimum rate of return that the Fund needs to achieve before the General Partner becomes eligible for the Incentive Allocation. The hurdle rate is set at 6%. The General Partner is entitled to an 80% catch-up provision once the hurdle rate is met, which means that once the hurdle rate is surpassed, the General Partner will receive 80% of the profits or gains until they have caught up to their entitled share.

The share amount to which each limited partner is entitled is that limited partner’s proportional ownership of the Fund’s Net Asset Value. The hurdle amount is calculated monthly for each limited partner and a cumulative amount at each quarter end, aggregating the monthly values. Hurdle amounts are determined based on the proportionate share of each limited partner’s invested capital in each month.

After determining the hurdle amount for the quarter, the Fund calculates the excess amount of the limited partner’s share of profits or gains to determine an 80% GP catch up and an 80%/20% allocation between Limited Partners and General Partner. The excess amount of each limited partner is determined by the difference between the current NAV of such limited partner and a sum of hurdle amounts, prior quarter incentive fee accrual and prior year’s NAV. This ensures the capturing of the high watermark consideration, hurdle amount and prior incentive allocation to arrive at the amount (if any) to be distributed among all participating Limited Partners and the General Partner or its affiliate.

Administrative expenses

Administrative expenses consist of legal, accounting expenses, banking fees and corporate expenses.

The increase in administrative expenses of $554,993 during the year ended December 31, 2022, compared to the same period in 2021 was primarily due to the increased NAV at December 31, 2022 compared to at December 31, 2021, as further described above. With a larger NAV, the scale of operations and the complexity of managing the assets also increases. This leads to higher administrative expenses, as more resources and personnel are required to handle the expanded portfolio effectively. Additionally, the Fund’s third party administrator is compensated based on a fee structure that is tied to the NAV of the Fund. As the NAV increases, the fee amount also increases proportionately.

Net realized loss on investments

Net realized loss on investments was $56,878 during the year ended December 31, 2021 due to an interest payment associated with entering an investment. No such losses were recorded during the year ended December 31, 2022

Net change in unrealized gain on investments

The increase in the net change in unrealized gain on investments of $79,474,574 during the year ended December 31, 2022, was due to valuation increases specifically for our office assets nearing substantial completion. When comparing to the same period in 2021 there was an increase of $64,950,245 due to our solar assets increasing in value in conjunction with nearing the commercial operational date (COD). With solar assets nearing COD, commencement of electricity generation becomes more certain. This leads to a consistent stream of revenue which enhances the value of the land by demonstrating its revenue generating potential.

U.S GAAP to Trading Basis Reconciliation

Pursuant to Section 3.08(a)(i) of the Partnership Agreement, any and all costs associated with the organization of the Fund, any feeder fund, the General Partner and the offering of units paid by the Fund during each year shall be

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amortized over the next five-year period beginning immediately following the end of such year. This amortization will cause the Fund’s basis for capital transactions (“Trading Basis”) to diverge from the accounting principles generally accepted in the United States of America (“U.S. GAAP”) reporting basis. As a result, unit activity is calculated, transacted upon and reported on a Trading Basis. Accordingly, a reconciliation between U.S. GAAP and Trading Basis NAV and net increase (decrease) in net assets resulting from operations will be reported until the organizational costs are fully amortized and U.S. GAAP and Trading Basis converge.

U.S. GAAP to Trading Basis NAV as of March 31, 2023 and 2022 and net increase (decrease) in net assets resulting from operations reconciliation for the three months ended March 31, 2023 and 2022 is as follows (in thousands):

	Three Months Ended March 31,
	2023		2022
U.S. GAAP NAV	$	1,719,097	$	1,191,125
Add: Unamortized organizational costs	1,829		2,209
Trading Basis NAV	$	1,720,926	$	1,193,334
U.S. GAAP net (decrease) increase in net assets resulting from operations	$	(23,964)	$	14,536
Add: Organizational costs incurred/expensed	69		55
Less: Organizational costs amortized	(202)		(179)
Trading Basis Net (Decrease) Increase in Net Assets resulting from Operations	$	(24,097)	$	14,412

Financial Highlights

Financial highlights are presented for the Limited Partners as a class, taken as a whole, and as a result an individual investor’s returns may vary from these amounts based on management and incentive fee arrangements and the timing and amount of capital transactions, including the impact of the fixed return.

The Fund’s U.S. GAAP NAV deviates from the Fund’s Trading Basis NAV by the amount of unamortized organizational expenses, as discussed above. As a result, management has presented financial highlights on a U.S. GAAP and on a Trading basis.

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Financial highlights for the trailing twelve months ended March 31, 2023 and 2022, are presented as follows:

	Trailing Twelve Months Ended
	March 31, 2023				March 31, 2022
	U.S. GAAP		Trading Basis		U.S. GAAP		Trading Basis
Total Return(1)(2)
Gross of management & incentive fees:
Net investment income (loss)	(0.1)	%	(0.1)	%	(0.4)	%	(0.5)	%
Net realized and unrealized gain	3.8	%	3.8	%	15.2	%	15.1	%
Gross - total return	3.7	%	3.7	%	14.8	%	14.6	%
Net of management & incentive fees:
Net investment income (loss)	(1.8)	%	(1.8)	%	(2.1)	%	(2.2)	%
Net realized and unrealized gain	3.2	%	3.2	%	12.7	%	12.6	%
Net - total return	1.4	%	1.4	%	10.6	%	10.4	%
Ratios to Average Net Assets(2)
Fund operating expense ratio(3)	0.2	%	0.2	%	0.4	%	0.4	%
Organization costs	—	%	0.0	%	0.1	%	0.1	%
Management fee ratio	1.8	%	1.8	%	1.7	%	1.7	%
Realized and net change in unrealized incentive allocation ratio	0.5	%	0.5	%	1.9	%	1.9	%
Total expense and incentive allocation ratio(3)	2.5	%	2.5	%	4.1	%	4.1	%
Net investment income (loss) ratio(3)	(1.8)	%	(1.8)	%	(2.1)	%	(2.1)	%
Net realized and unrealized gain ratio	2.9	%	2.9	%	12.0	%	11.9	%
Net increase (decrease) in net assets resulting from operations ratio	1.1	%	1.1	%	9.9	%	9.8	%

__________________

(1)Total return ratios are calculated by geometrically linking quarterly ratios. The sum of the net investment income returns and the appreciation/depreciation returns may not equal total return due to rounding and/or the compounding of individual component returns to each other.

(2)Average net assets used to calculate financial highlights are calculated quarterly as beginning net assets plus time-weighted contributions less time-weighted distributions.

(3)Fund operating expense and net investment income (loss) ratios reflect only Fund-Level expenses excluding Management Fees and Incentive Allocation and, accordingly, do not reflect expenses incurred at the investment level.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash primarily from (i) the net proceeds from our continuous private offering of our Units in reliance on exemptions from the registration requirements of the Securities Act, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities.

Our primary use of cash will be for (i) investments in portfolio entities and other investments, (ii) the cost of operations (including the Management Fee and Incentive Allocation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Redemption Program (as described herein), and (v) cash distributions (if any) to the holders of our Units to the extent declared by the General Partner.

Related Parties

See “Item 7. Certain Relationships and Related Transactions, and Director Independence” for a description of certain transactions and relationships with related parties.

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Critical Accounting Policies

Our accounting policies have been established to conform with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our significant accounting policies are described in “Note 2 — Summary of Significant Accounting Policies.”

Investment Valuation

The Fund’s valuations are prepared by third-party valuation firms in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”). The fair values of investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on assumptions made and valuation techniques. Such valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

The weighting of valuation methodologies occurs in the reconciliation phase of the appraisal process and represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date. In the reconciliation process, appraisers weight the various approaches based on the quantity and quality of the data that was available for the analysis, including the number of relevant comparable sales and other data points, as well as the degree to which the appraisers were able to verify them. Appraisers also consider the typical behavior and attributes of the most likely purchasers of the property, including whether they would most likely be local, regional or national in size, and whether they are expected to be investors, owner-users, or partial owner-users. It is up to the appraisers to determine which approaches to value are applicable and what weight to apply to each approach utilized. In arriving at an as-is value, appraisers reflect how market participants would value a property by viewing it as a typical buyer would. For income-producing properties, the income approach, and specifically the DCF analysis, receives primary consideration. Comparable sales are also analyzed as a secondary method, providing indications of reasonable value per square foot as well as cap rates. The Cost Method is relied upon less frequently, but will receive a heavier weighting in situations where the subject asset has been recently developed or is under construction. Ultimately, assuming that there is sufficient data in the market to support the appraisers’ analysis, all three approaches should broadly support the concluded value, even if the appraisers place primarily weight on one approach in order to mirror investor behavior.

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The Fund’s process to determine estimated fair value is applied on a basis consistent with that required by ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 establishes fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. The Financial Accounting Standards Board (“FASB”) issued guidance that establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value in a market-based measurement should be determined based on assumptions that market participants would use in pricing an asset or liability.

CIM maintains a Valuation Committee to oversee the valuation process. The committee is comprised of the Chief Valuation Officer, the Chief Financial Officer, a member of Senior Management and the Chief Compliance Officer of CIM. The Valuation Committee typically obtains a full appraisal on each asset at least annually, and limited scope updates at least quarterly, from a qualified third-party appraiser as part of the valuation process. CIM’s valuation policy described above is in place at the time of this filing, but is subject to change in the discretion of CIM.

The scope of the annual appraisal generally includes, but is not limited to, (i) inspection of the Portfolio Investment, immediate area, and cited comparable investments; (ii) analysis of relevant market data in terms of quality, quantity and geographic comparability to the extent necessary to produce credible appraisal results; (iii) development of future operating cash flow estimates; (iv) application of appropriate valuation approaches, including cost, sales comparison and income capitalization approaches as deemed necessary by the appraiser; and (v) review of marketing activities, letters of intent, bid/offers, purchase and sale agreements and advice of brokers and other external parties with knowledge of the investment and/or market.

Many of our accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our consolidated financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. Any differences of opinion that arise as to assumptions and metrics utilized in the valuation are discussed and resolved through analysis and comparison to published benchmarks and reference to recent market transactions. These estimates are subject to change in the future if underlying assumptions or factors change. The Fund generally relies on the appraisers’ valuations, as adjusted based on agreements on significant assumptions. Certain accounting policies, while significant, may not require the use of estimates. The recent accounting changes that may potentially impact our business are described under “Recent Accounting Pronouncements” in “Note 2 — Summary of Significant Accounting Policies.”

ITEM 3.               PROPERTIES

CIM’s corporate offices are headquartered in Los Angeles, California, with additional offices in major cities around the U.S. and the world, including Atlanta, Georgia, Chicago, Illinois, Dallas, Texas, London, United Kingdom, New York, New York, Orlando, Florida, Phoenix, Arizona and Tokyo, Japan. CIM also maintains additional offices across the United States, as well as in South Korea, Hong Kong and the United Kingdom to support its platform. CIM believes its office facilities are suitable and adequate for our business as it is contemplated to be conducted.

For additional information on the Fund’s portfolio investments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Portfolio Information” for a detailed listing of such properties” of this Registration Statement.

ITEM 4.               SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Beneficial Owners

The Fund is a Limited Partnership and, pursuant to the Partnership Agreement, CIM Opportunity Zone Fund GP, LLC serves as our General Partner. The address of the General Partner is: 4700 Wilshire Boulevard,

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Los Angeles, CA 90010. As of March 31, 2023, and through the date of this filing, there is no person, entity or group who is known by us to be the beneficial owner of more than 5% of the outstanding Units. See “Description of Registrant’s Securities to be Registered” for additional information.

Security Ownership of Management

Name of Beneficial Owner, Executive Officer and Directors	Number of Units Beneficially Owned	Percentage of Units Beneficially Owned (%)
David Thompson (1)	—	—	%
Nathan D. DeBacker (1)	—	—	%
Jordan Dembo (1)	—	—	%
All executive officers and directors as a group (3 persons)	—	—	%

__________________

(1)The address for each David Thompson and Jordan Dembo is c/o CIM Group, LLC, 4700 Wilshire Boulevard, Los Angeles, CA 90010.

(2)The address for Nathan D. DeBacker is c/o CIM Group, LLC, 2398 East Camelback Road, 4th Floor, Phoenix, Arizona 85016.

ITEM 5.               DIRECTORS AND EXECUTIVE OFFICERS

Directors and Officers of the Fund

The following table sets forth information with respect to those persons who serve as the officers of the General Partner of the Fund:

Name	Age	Position
David Thompson	59	Chief Financial Officer
Nathan D. DeBacker	43	Chief Accounting Officer
Jordan Dembo	45	Chief Administrative Officer

David Thompson has served as the Chief Financial Officer of the General Partner of the Fund since January 2019. Mr. Thompson is a Principal and Chief Financial Officer at CIM, the Chief Executive Officer of Creative Media & Community Trust and serves on CIM’s Investment, Valuation Committee and the Investment Committee – Credit Subcommittee. He joined CIM Group, L.P. in 2009. In addition, Mr. Thompson has served as the Chief Executive Officer and the Chairman of the Trustees of CIM Real Assets & Credit Fund (“CIM RACR”), a closed-ended interval fund that seeks to invest in a mix of institutional-quality real estate and credit assets, since February 2019. Prior to joining CIM Group, L.P. in 2009, Mr. Thompson spent 15 years with Hilton Hotels Corporation, most recently as Senior Vice President and Controller, where he was responsible for worldwide financial reporting, financial planning and analysis, internal control and technical accounting compliance. Mr. Thompson’s experience includes billions of dollars of real estate acquisitions and dispositions, as well as significant capital markets experience. Mr. Thompson began his career as a C.P.A. in the Los Angeles office of Arthur Andersen & Co. Mr. Thompson received a B.S. degree in Accounting from the University of Southern California.

Nathan D. DeBacker has served as the Chief Accounting Officer of the General Partner of the Fund since April 2023. Mr. DeBacker is a managing director in CIM’s fund accounting and reporting group and the Chief Financial Officer of CIM Real Estate Finance Trust, Inc. He is actively involved in the overall management of accounting, external reporting, financial planning, analysis and treasury for CIM’s public and private funds. Prior to joining CIM, Mr. DeBacker was Senior Vice President and Chief Financial Officer for Cole Capital. Mr. DeBacker earned a Bachelor of Science degree in Accounting from the University of Arizona and is a Certified Public Accountant in Arizona.

Jordan Dembo has served as the Chief Administrative Officer of the General Partner of the Fund since January 2019. Mr. Dembo is a principal and Chief Legal Officer at CIM. Mr. Dembo works to identify and mitigate risk across the organization, while protecting CIM and its assets by providing general advice on other legal matters. Prior to joining CIM in 2011, Mr. Dembo was a Senior Associate in the Real Estate Department at Katten Muchin

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Rosenman. He earned a Bachelor of Business Administration degree in Real Estate from the University of Wisconsin-Madison and a Juris Doctor degree from the University of California, Los Angeles.

Investment Committee

All investments led by the Fund are reviewed and approved by the Investment Committee. Investments led by other CIM Vehicles that are shared by the Fund are reviewed and approved by a subset of the Investment Committee to ensure that investments led by other CIM Vehicles are consistent with the Fund’s investment mandate and the portfolio allocation described herein. The Investment Committee has delegated its preliminary investment authority with respect to real estate equity investments to the Investment Committee – Preliminary Subcommittee who will approve the due diligence budget. In order to avoid conflicts of interest, certain members of the Investment Committee do not have a vote in connection with potential investments within their respective sector.

ITEM 6.               EXECUTIVE COMPENSATION

Compensation of Executive Officers

We have no employees. Our executive officers, including our principal financial officer, are employed by affiliates of CIM and do not receive compensation directly from us for services rendered to us, and we do not intend to pay any compensation directly to our executive officers. As a result, we do not have, and our General Partner has not considered, a compensation policy or program for our executive officers.

Our executive officers are also officers of our manager and/or other CIM affiliates, and are compensated by CIM for their services to us. We pay fees to such entities under our Partnership Agreement, which agreements also provide for the reimbursement of allocable costs and expenses to CIM for their provision of administrative services, including related personnel costs, subject to certain limitations. A description of the fees that we pay to our manager and investment advisor or any affiliate thereof is found in the “Certain relationships and Related Transactions, and Director Independence” section below.

Review Agents

Kelly Eppich Review Agent

The General Partner previously designated Kelly Eppich as an independent representative of the Limited Partners for the purpose of consulting on matters giving rise to a conflict of interest (the “Kelly Eppich Review Agent” and, together with the MLE Consulting Review Agent, the “Review Agents”). In each of the years ended December 31, 2022, 2021 and 2020, the Fund paid the Kelly Eppich Review Agent an annual fee of $35,000 in exchange for the Kelly Eppich Review Agent’s services. Upon the General Partner’s request, the Kelly Eppich Review Agent agreed to consult with the General Partner on matters giving rise to, or involving, a potential or actual conflict of interest. The Fund agreed to reimburse the Kelly Eppich Review Agent for certain of its reasonably out-of-pocket expenses. The Kelly Eppich Review Agent was entitled to the benefit of certain indemnification and exculpation provisions, as described in the Partnership Agreement. Services with Kelly Eppich Review Agent ended on August 5, 2022 upon Mr. Eppich’s death.

The conclusions of the Kelly Eppich Review Agent, with respect to those matters presented for its consideration, were conclusive and binding for the purposes of the Partnership Agreement.

MLE Consulting Review Agent

The General Partner has designated Marcie Edwards, on behalf of MLE Consulting Inc., as an independent representative of the Limited Partners for the purpose of consulting on matters giving rise to a conflict of interest (the “MLE Consulting Review Agent”). In each of the years ended December 31, 2022, 2021 and 2020, the Fund paid the MLE Consulting Review Agent an annual fee of $35,000 in exchange for the MLE Consulting Review Agent’s services. Upon the General Partner’s request, the MLE Consulting Review Agent has agreed to consult with the General Partner on matters giving rise to, or involving, a potential or actual conflict of interest. The Fund has agreed to reimburse the MLE Consulting Review Agent for certain of its reasonably out-of-pocket expenses. The MLE Consulting Review Agent is entitled to the benefit of certain indemnification and exculpation provisions, as

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described in the Partnership Agreement. In connection with termination of the Kelly Eppich Review Agent agreement, the MLE Consulting Review Agent Agreement was amended on August 5, 2022 to provide for an increase in the fee per day of 50%, pro rata, until such time that another review agent is appointed to replace Kelly Eppich. For the year ended December 31, 2022, the MLE Consulting Review Agent received an additional $7,287.67 in fees due in connection with the Kelly Eppich Review Agent termination.

The conclusions of the MLE Consulting Review Agent, with respect to those matters presented for its consideration, will be conclusive and binding for the purposes of the Partnership Agreement.

ITEM 7.               CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Fees and Expenses

The Partnership has entered into the following transactions with related parties. The Partnership incurs the following fees and expenses:

Incentive Allocation

The Incentive Allocation is calculated by the Fund pursuant to the Partnership Agreement as outlined below. The General Partner may, in its discretion, waive, reduce, calculate differently or defer allocation of all or any portion of the Incentive Allocation attributable to any Units of any other Limited Partner. The Partnership’s NAV (as defined below) will be calculated by the administrator of the Fund on a quarterly basis or at such other intervals as determined by the General Partner in its sole discretion.

Subject to any agreement granting a Limited Partner alternative or supplemental rights with respect to its participation in the Partnership, at the end of each Incentive Allocation Period (as defined below) with respect to each Capital Commitment of a Limited Partner, the General Partner, an affiliate thereof or other designee of the General Partner, will be allocated net profits (the “Incentive Allocation”) in an amount equal to the following:

If such Limited Partner’s Performance Amount (as defined below) over an Incentive Allocation Period as of the last calendar day of such Incentive Allocation Period exceeds the sum of (i) the Loss Recovery Amount (as defined below), if any, and (ii) the Hurdle Amount (as defined below):

(i)first, the General Partner will be allocated 80% of such excess amount and such Limited Partner will be allocated 20% of such excess amount until the General Partner has received 20% of the sum of (x) the Hurdle Amount and (y) the amounts allocated to the General Partner and the Limited Partner pursuant to this clause (i); and

(ii)thereafter, the General Partner will be allocated 20% of any remaining excess amount.

Each Limited Partner will bear its share of the Incentive Allocation directly through its ownership of Units. For the purposes of calculating the Incentive Allocation, each Capital Commitment of a Limited Partner (and the aggregate Units issued in respect of each capital contribution related thereto) will be treated separately for purposes of calculating the Incentive Allocation.

The “Performance Amount” attributable to each Limited Partner’s Units with respect to each Incentive Allocation Period, will equal the following amount: (i) a Limited Partner’s proportionate share of the Partnership’s net asset value (“NAV”) on the last calendar day of such Incentive Allocation Period attributable to such Units minus (ii) a Limited Partner’s proportionate share of the Partnership’s NAV at the beginning of such Incentive Allocation Period (after taking into account the Incentive Allocations with respect to the immediately preceding Incentive Allocation Period) attributable to such Units. The Performance Amount and the Hurdle Amount will all take into account (x) the aggregate amount and timing of distribution proceeds and redemption proceeds, if any, distributed with respect to such Limited Partner over the applicable Incentive Allocation Period in respect of the applicable Units and (y) the aggregate amount and timing of capital contributions and deemed capital contributions made by such Limited Partner during any such Incentive Allocation Period in respect of the applicable Units.

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The “Hurdle Amount” with respect to any Incentive Allocation Period equals a 6% annualized internal rate of return on such Limited Partner’s proportionate share of the Partnership’s NAV at the beginning of such Incentive Allocation Period (after taking into account the Incentive Allocations with respect to the immediately preceding Incentive Allocation Period) attributable to its applicable Units; provided, that, if capital contributions are drawn down in respect of a Capital Commitment and held in reserve as cash-on-hand (including any temporary investments) (either at the Partnership level or by a subsidiary of the Partnership) for a period of time prior pending deployment to fund any Portfolio Asset, Partnership Expenses, Organizational Expenses and/or assets or expenses of a subsidiary of the Fund or other entity controlled by the Fund, the Hurdle Amount will not apply with respect to that portion of the NAV attributable to such cash-on-hand (including any temporary investments) for such period of time; provided, further, that cash reserves will be included in the calculation of the Hurdle Amount beginning January 1, 2026.

The “Loss Recovery Amount” will equal the cumulative absolute value of any negative Performance Amount with respect to such Limited Partner’s applicable Units, which will be carried forward to subsequent Incentive Allocation Periods, reduced by any subsequent positive Performance Amounts attributable to such Units and adjusted as necessary for any partial redemptions by such Limited Partner during any such Incentive Allocation Period in respect of such Units.

“Incentive Allocation Period” means, with respect to each Limited Partner and the Units attributable to each Capital Commitment of such Limited Partner:

(i)with respect to such Limited Partner’s initial Incentive Allocation Period, beginning on the date of such Limited Partner’s first capital contribution with respect to such Capital Commitment and ending on the earlier of (w) any Redemption Date only with respect to such Units being redeemed, (x) the date on which the Partnership terminates, (y) the last calendar day of the fiscal year in which such capital contribution was made and (z) the date of a current distribution or a Liquidity Event (as defined below) only with respect to that portion of the Units to which such current distribution or Liquidity Event relates as determined by the General Partner in its sole discretion; and

(ii)with respect to subsequent Incentive Allocation Periods, beginning on the first calendar day following the last calendar day of the immediately preceding Incentive Allocation Period and ending on the earlier of (w) any Redemption Date only with respect to such Units being redeemed, (x) the date on which the Partnership terminates, (y) the last calendar day of each fiscal year and (z) the date of a current distribution or a Liquidity Event only with respect to that portion of the Units to which such current distribution or Liquidity Event relates as determined by the General Partner in its sole discretion.

The General Partner may, in its sole discretion, allocate the Incentive Allocation at the time of any current distribution to a Limited Partner or any Liquidity Event, in each case, to the extent the Performance Amount of such Limited Partner (taking into account only the aggregate amount of distribution proceeds and redemption proceeds distributed or deemed distributed to such Limited Partner or the aggregate amount of Units of such Limited Partner affected by such Liquidity Event over the applicable Incentive Allocation Period) exceeds the sum of (i) the Loss Recovery Amount, if any, and (ii) the Hurdle Amount.

At the end of each Incentive Allocation Period, the Incentive Allocation with respect to each Limited Partner will be distributed to the General Partner, an affiliate thereof or other designee, as applicable, in cash, reinvested in Units or will be in the form of a combination of cash and Units in the General Partner’s sole discretion. The number of Units held with respect to such Limited Partner may be reduced by a number of Units with an aggregate NAV (based upon the NAV per Unit as of the end of such Incentive Allocation Period) equal to the amount of such Incentive Allocation. To the extent that any such Incentive Allocation is reinvested and not distributed, the General Partner will be credited with Units with an aggregate NAV equal to the amount of the reinvested Incentive Allocation as of the end of such Incentive Allocation Period. Alternatively, the General Partner may, in its sole discretion, determine to have the Incentive Allocation paid, in full or in part, as a fee to an affiliate thereof or other designee, without duplication, rather than as an allocation.

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For the avoidance of doubt, the Incentive Allocation may be allocated at the level of the Partnership, at the level of any intermediate entity, at the level of any Feeder Fund or at the level of any subsidiary of the Partnership, in each case at the discretion of the General Partner.

Capital accounts that are maintained in respect of the General Partner and affiliates of the General Partner may, to the extent determined by the General Partner, not be subject to the Incentive Allocation provisions described above. The General Partner may, in its sole discretion, waive, reduce, calculate differently or defer allocation of all or a portion of the Incentive Allocation attributable to any capital account of any Limited Partner.

As of December 2019, the General Partner has designated CIM Opportunity Zone Fund SLP, LLC, an affiliated Limited Partner of the Fund, to receive the Incentive Allocation.

For the years ended December 31, 2022 and 2021 and the three months ended March 31, 2023, the total realized Incentive Allocation to the SLP were $10.5 million, $10.4 million and $0, respectively. Pursuant to Section 5.07(a)(ii) of the Partnership Agreement and for the year ended December 31, 2022, the General Partner elected to have $5.5 million of the total realized incentive paid as an incentive fee, which is reflected in the statement of operations, and the remaining $4.9 million of realized incentive was allocated to the SLP.

Management Fees

Pursuant to the Partnership Agreement and the Management Agreement, the Partnership or its subsidiaries on behalf of the Partnership (without duplication) will pay to the Manager in advance on a quarterly basis, management fees (the “Management Fees”) with respect to each Limited Partner equal to 2.0% per annum multiplied by that portion of the Management Fee Base attributable to such Limited Partner’s Units as of the first calendar day of each calendar quarter; provided, that, Management Fees will be adjusted on the next quarterly payment date to reflect any capital contributions made during the preceding calendar quarter following the first calendar day of such calendar quarter.

Notwithstanding the foregoing, the Management Fee percentage rate applicable to Units subscribed for on or prior to June 30, 2019 will be reduced by 25 basis points during the Lock-Up Period applicable to such Units.

“Management Fee Base” as of the first calendar day of any calendar quarter means the NAV of the Partnership as of the first calendar day of such calendar quarter. In the case of any mid-calendar quarter capital contribution, Management Fees payable with respect to such mid-calendar quarter capital contribution will be prorated based on the number of calendar days from the date of such capital contribution through the end of such calendar quarter. The General Partner may at any time in its sole discretion waive, reduce, calculate differently or defer payment of all or any part of any installment of Management Fees with respect to any Limited Partner and such Limited Partner’s Units. In addition, Management Fees rate may be increased in respect of Limited Partners, if any, that bear a placement fee or similar sales charge with respect to their Units. The Manager may, in its sole discretion, assign its right to receive part or all of the Management Fees to any affiliate of the General Partner.

Limited Partners may be required to make capital contributions to the extent of their Undrawn Capital Commitments for the payment of Management Fees. For the avoidance of doubt, in lieu of drawing down capital to pay Management Fees, the Partnership may pay Management Fees, at any time, out of cash-on-hand (including any temporary investments), borrowings and any proceeds attributable to investments or otherwise. The number of Units held with respect to such Limited Partner may be reduced by a number of Units with an aggregate NAV (based upon the NAV per Unit as of the end of each calendar quarter) equal to the amount of Management Fees borne by such Limited Partner.

The Manager provides investment management services to the Fund. For these services, the Fund pays the Manager management fees in advance on a quarterly basis. The Management Fees are calculated based on each Limited Partner’s Management Fee percentage, which ranged from 1.25% to 2.0% as of December 31, 2022, multiplied by their proportionate share of NAV as of the beginning of the quarter.

For the years ended December 31, 2022, and 2021 and the three months ended March 31, 2023, the total Management Fees to the Partnership were $24.3 million, $6.9 million and $7.7 million, respectively.

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Servicing Fees

The Partnership and/or its Portfolio Assets may, from time to time, require other services (“Other Services”). The General Partner, the Manager or entities related to the General Partner or the Manager may, at the General Partner’s election and in the General Partner’s sole discretion, enter into contracts with the Partnership and/or the Portfolio Assets to provide all or part of such Other Services that would otherwise be provided by a third party to the Partnership and/or its Portfolio Assets from time to time. Pursuant to such contracts, the General Partner, the Manager or entities related to the General Partner or the Manager may receive from the Partnership and/or its Portfolio Assets, (i) property management fees, (ii) development management fees, (iii) leasing brokerage fees, (iv) fees associated with arranging financings for Portfolio Assets, (v) multifamily residential sales fees, (vi) fees relating to servicing and administering the Portfolio Assets, including special servicing, (vii) fees in connection with or following a foreclosure on the Portfolio Asset and (viii) other related fees in connection with a Portfolio Asset (collectively, “Servicing Fees”). Such Servicing Fees are and may be in the future paid by third parties. Such Servicing Fees will be either (x) at rates which do not exceed the limits set forth immediately below, (y) at rates that are no less favorable to the Partnership and/or such Portfolio Asset than the arm’s-length rates on which the Partnership and/or such Portfolio Asset could obtain comparable services from an unaffiliated service provider taking into account the nature of the relevant asset type and the special services required or (z) at rates that receive the consent of a Review Agent or the Limited Partners:

•Property Management Fees: Not to exceed 5.0% of gross property revenues, plus Allocable Costs and Expenses;

•Development Management Fees: Not to exceed 4.0% of gross contract price for development, tenant improvements or other capital expenditures, as applicable, plus Allocable Costs and Expenses;

•Leasing Brokerage Fees: Not to exceed 4.0% of base rent during lease years one through five; 2.0% of base rent after lease year five, in each case, plus Allocable Costs and Expenses. In transactions where there is a participating broker(s), not to exceed 2.0% of base rent during lease years one through five; 1.0% of base rent after year five, in each case, plus Allocable Costs and Expenses; and

•Multifamily Residential Sales Fees: Not to exceed 6.0% of the gross sales price of a residential unit, plus Allocable Costs and Expenses.

The Partnership may incur Servicing Fees in connection with potential acquisitions or acquisitions that are not ultimately consummated. The Servicing Fees set forth above and all agreements pursuant to which such Servicing Fees are to be paid will be deemed approved by a Review Agent. Subject to the Partnership Agreement, the General Partner may change how the General Partner, the Manager and/or their respective affiliates and related entities are to be compensated (provided any Servicing Fees do not exceed the rates set forth above, are approved by a Review Agent or the Limited Partners, or are otherwise no less favorable to the Partnership or any applicable Portfolio Asset) at any time. In connection with Other Services, the General Partner, the Manager and/or their respective affiliates and related entities will be reimbursed by the Partnership and/or such Asset promptly for any costs and expenses incurred by the General Partner, the Manager and/or such affiliates and related entities in connection with or relating to the performance of any Other Services including, without limitation, any Allocable Costs and Expenses of employees of the General Partner, the Manager and/or such affiliates and related entities (as applicable) who are directly involved in the performance of such Other Services whether or not such entity is receiving Servicing Fees.

On an annual basis, the General Partner will provide any Review Agent with Servicing Fee rates (unless such Servicing Fee rates are deemed approved) and the Review Agent will have the right to suggest amendments to such rates within 30 calendar days of being notified of such Servicing Fee rates. A third-party expert will determine Servicing Fee rates in the event the Review Agent and the General Partner cannot agree on such Servicing Fee rates. Servicing Fees will be paid to the General Partner, the Manager or entities related to the General Partner or the Manager even if a third party is also providing the same or similar services to the Partnership and/or its Portfolio Assets; provided, that, in such instances, such Servicing Fees, other than leasing brokerage fees, payable to the General Partner, the Manager or entities related to the General Partner or the Manager will be reduced to the extent

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of any fees paid to such third party in respect of such Other Services, but not below one-third of such Servicing Fees.

Servicing Fees will not constitute Other Fees (as defined below), will not reduce Management Fees and will not be included in calculating the Reduction Amount (as defined below) and may be paid by a Portfolio Asset directly to the General Partner, the Manager or entities related to the General Partner or the Manager or may be paid by such Portfolio Asset to the Partnership which will pass through such Servicing Fees, on a dollar-for-dollar basis, to the General Partner, the Manager or such related entities.

For the years ended December 31, 2022 and 2021 and the three months ended March 31, 2023, the total Servicing Fees incurred were $18.9 million, $6.3 million and $9.3 million, respectively.

Organizational Expenses

The Partnership will bear the costs associated with the organization of the Partnership, and the offering of the Units, including all out-of-pocket fees and expenses of counsel, accountants for and agents of the Partnership and the General Partner (including expenses of in-house legal, finance, accounting, tax, compliance, information technology and other professionals, inclusive of any Allocable Costs and Expenses as provided for and defined in “Partnership Expenses” below), regulatory expenses (including any filing fees, costs and expenses relating to “blue sky” and “world sky” filings and SEC and other regulatory filings made in the name of the Partnership), and other filing, capital raising, translation, printing and distribution fees, costs and expenses (including fees, costs and expenses related to the retention of, and services provided by, any service provider or agent engaged by the Partnership and/or its affiliate in connection with such translation, printing and distribution), travel, lodging, cellular phone, meal and other similar fees, costs and expenses of personnel of the General Partner, the Manager and their respective affiliates, and other fees, costs and expenses incurred in connection with the formation of the Partnership and the General Partner, the preparation of the Partnership Agreement, the subscription agreement of the Partnership, the Management Agreement between the Partnership and the Manager, the Memorandum and this registration statement (the “Fund Documents”), any and all fees, costs and expenses incurred in connection with compliance with applicable laws or regulations (including fees, costs and expenses related to the retention of, and services provided by, any service provider or agent engaged by the Partnership and/or any affiliates in connection with such compliance) and the offering of Units in the Partnership (collectively, “Organizational Expenses”). Fees due to any placement agent relating to the offering of the Units may be paid by the Partnership and, in such case, may be applied dollar- for-dollar to reduce Management Fees otherwise payable to the Manager and, in the General Partner’s sole discretion, to the extent necessary to absorb any excess fees so paid, the Incentive Allocation otherwise payable to the General Partner, its affiliate or other designee; provided, that, in the General Partner’s sole discretion, in connection with the foregoing, the Management Fee payable by Limited Partners admitted to the Partnership through a placement agent may be adjusted upward on a dollar-for-dollar basis to account for any fees payable to such placement agent.

Aggregate Organizational Expenses paid by the Partnership during each fiscal year-period will be amortized over the next five-year period beginning immediately following the end of such fiscal year. Capital contributions and/or distributions may be adjusted to the extent necessary to reflect the amortization of Organizational Expenses paid by the Partnership. For the years ended December 31, 2022, and 2021 and the three months ended March 31, 2023, the total Organizational Expenses to the Partnership were $357,658, $377,598, and $69,000, respectively.

General Partner Expenses

The General Partner and the Manager will generally be responsible for the compensation of the personnel of the General Partner and the Manager, respectively, who are involved in the business of the Partnership and the following costs and expenses: (i) the costs and expenses incurred by the General Partner and the Manager, respectively, in providing for their normal operating overhead with respect to the management services they will provide to the Fund pursuant to the Partnership Agreement and the Management Agreement, respectively, including rent, salaries of the General Partner’s and the Manager’s employees and other expenses incurred in maintaining the General Partner’s and the Manager’s places of business and (ii) other expenses in connection with General Partner

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and Manager matters that do not relate to the Partnership; provided, that, for the avoidance of doubt, such costs and expenses will not include Organizational Expenses or Partnership Expenses.

Partnership Expenses

The Partnership shall bear and be charged with all costs and expenses of the operation and administration of the Partnership, any Alternative Vehicles and any of their respective subsidiaries (and shall promptly reimburse the General Partner or its Affiliates, as the case may be, to the extent that any of such costs and expenses are paid by such entities. The Partnership will pay (or reimburse the General Partner and its affiliates for) all expenses related to the operation and administration of the Partnership, any Alternative Vehicles (as defined below) and any of their respective subsidiaries (“Partnership Expenses”), including any and all (i) reasonable out-of-pocket fees, costs and expenses, if any, incurred in identifying, sourcing, marketing, evaluating, originating, developing, negotiating, structuring, acquiring, monitoring, holding, protecting, strengthening, financing, refinancing, mortgaging, exchanging, realizing, hedging and disposing of actual Portfolio Assets (including, without limitation, any Warehoused Investment (as defined below) or any opportunity by the Partnership to make one or more investments in Portfolio Assets (the “Initial Investments”), including, without limitation, any Servicing Fees (to the extent the Partnership, any Alternative Vehicle or any of their respective subsidiaries pays such Servicing Fees), financing, legal, auditing, accounting, advisory, consulting, other third party and/or any travel (which includes first class commercial air travel and may include non-commercial air travel charged at a first class equivalent in accordance with CIM’s expense allocation policies) and accommodation and meal expenses in connection therewith, deposits funded thereon, brokerage commissions, research and quotation service fees and expenses (including fees, costs and expenses incurred with membership and contributing data for incorporation into industry databases), custodial expenses, costs and expenses for organizing, maintaining and complying with requirements of any REIT Subsidiaries or other subsidiaries through which the Partnership or any Alternative Vehicle may participate, any costs and expenses related to the negotiation of co- investments or similar arrangements (including the terms governing such arrangements) and other costs incurred with respect to acquisitions and any other out-of-pocket amounts incurred with respect to such Portfolio Assets, as determined in good faith by the General Partner (including, for the avoidance of doubt, in respect of any Warehoused Investment or any Initial Investment), (ii) out-of-pocket fees, costs and expenses of any administrators, custodians, consultants, counsel, auditors, accountants, appraisers, independent valuation advisors and other professional advisors (including the audit and certification fees), (iii) out-of-pocket costs and expenses incurred while developing potential Portfolio Assets which are not ultimately made, including (A) any legal, accounting, advisory, consulting or other third-party expenses, any research and quotation service fees and expenses and any travel and accommodation expenses, (B) all fees, costs and expenses of lenders, investment banks, brokers and other financing sources in connection with arranging financing for such a proposed Portfolio Asset, and (C) any termination or “reverse breakup” fees and any deposits or down payments of cash or other property that are forfeited in connection with such a proposed Portfolio Asset (“Broken Deal Expenses”), (iv) out-of-pocket costs and expenses of negotiating co-investment agreements and the Partnership’s share of any fees, costs and expenses incurred in connection with establishing and maintaining any vehicles through which the Partnership makes any co-investments or owns together with any co-investors, (v) insurance, indemnity or litigation expense, (vi) out-of-pocket expenses of a Review Agent (including its counsel, advisory and valuation expenses), including out-of-pocket expenses incurred by a Review Agent in the performance of its responsibilities in its capacities as a Review Agent, and all fees charged by any independent third-party acting as a Review Agent or independent representatives that comprise all of a portion of the members of a committee that acts as a Review Agent; (vii) taxes, fees or other governmental charges levied against the Partnership, any Alternative Vehicle or any of their respective subsidiaries except as may be allocated and charged to a specific Limited Partner, (viii) fees, costs and expenses incurred in connection with the preparation and distribution of the Partnership’s financial statements, tax returns, Schedule K-1s (or similar schedules) and other related communications or materials prepared for the Limited Partners and the Review Agent (including, without limitation, the Partnership representative’s representation of the Partnership or the Limited Partners) and (B) any and all responses to questions and inquiries and fulfillment of requests regarding investments, operations and compliance of the Partnership, (ix) interest on and fees and expenses related to or arising from any indebtedness, guarantees or hedging activities, including defeasance costs or the costs incurred by Limited Partners in connection with the delivery of legal opinions of counsel requested by lenders to the Partnership, any Alternative Vehicle or any of their respective subsidiaries, (x) expenses of liquidating the Partnership, any Alternative Vehicles or any of their

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respective subsidiaries, (xi) expenses and costs associated with meetings of the Limited Partners (including annual meetings of the Limited Partners and maintenance of partner portals or other websites where partners retrieve information about the Partnership, the General Partner, the Manager and their affiliates and the costs of printing and distributing reports to Partners), (xii) expenses and costs associated with attending any industry conferences and events, (xiii) extraordinary expenses, such as expenses, settlement amounts and awards relating to litigation, arbitration or other forms of dispute resolution, of the Partnership, any Alternative Vehicles, any subsidiary of the foregoing, the General Partner, the Manager or any affiliate, director, manager, officer, employee, member, partner, shareholder, delegate, agent or contractor of any of them entitled to indemnification in respect thereof, (xiv) real estate and other taxes, licensing fees, permit fees and other governmental charges, fees and expenses and all expenses incurred in connection with any tax audit, investigation, settlement or review, (xv) out-of- pocket expenses incurred in connection with the Partnership’s, any Alternative Vehicles’ or their respective subsidiaries’ legal and regulatory compliance with U.S. federal, state, local, non-U.S. or other law and regulation (including, without limitation, the expenses of (A) licensing or regulatory fees, including, without limitation, state lender licenses, (B) the preparation and filing of reports to be filed in connection with the requirements of the CFTC and (C) complying with any registration, licensing, reporting, depository or other obligations imposed on the General Partner, the Manager or their affiliates as a result of the Alternative Investment Fund Managers Directive 2011/61 and/or the respective implementation laws in any applicable jurisdictions and including any expenses of complying with any such obligations or other reporting obligations imposed on the General Partner, the Manager or their affiliates as a result of the Portfolio Assets or other assets, but for the avoidance of doubt not including any costs and expenses of the General Partners’ or a Manager’s compliance obligations, if any, under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), other than Form PF reporting obligations in respect of the Partnership, any Alternative Vehicles and any of their respective subsidiaries), (xvi) out-of-pocket costs and expenses incurred in connection with compliance with any side letters or other written agreements, including compliance with any “most favored nations” provisions, (xvii) information technology expenses associated with any computer software or hardware procured by or on behalf of the Partnership, (xviii) fees, costs and expenses associated with exploring and/or effectuating a Liquidity Event including (A) any legal, accounting, advisory, consulting or other third-party expenses, any research and quotation service fees and expenses and any travel and accommodation expenses and (B) all fees, costs and expenses of lenders, investment banks, brokers and other financing sources in connection with arranging financing for such a proposed Liquidity Event, (xix) fees and disbursements of any third-party administrators relating to Partnership matters, (xx) fees and disbursements of any third-party financial technology platform service providers relating to Partnership matters, (xxi) Management Fees, (xxii) Allocable Costs and Expenses and (xxiii) allocable costs and expenses with respect to Other Services (to the extent not covered by clauses (i) through (xxii) above). As part of the expenses of the Portfolio Asset(s) for which an Alternative Vehicle is formed, the Partnership or the Alternative Vehicle will pay (or reimburse the General Partner and its affiliates for) all expenses related to the operation and administration of such Alternative Vehicle (including legal, accounting, filing, and other expenses incurred in connection with organizing and establishing the Alternative Vehicle). Out-of-pocket expenses associated with completed transactions may be reimbursed by the issuer of the Portfolio Asset or borne as Partnership Expenses. Alternative vehicles are vehicles in which some or all of the Limited Partners may participate, directly or indirectly, in a particular Portfolio Asset outside the Fund that may be used if the General Partner determines in good faith that, for legal, tax, regulatory, accounting or other reasons, is in the best interest of some or all of the Partners that all or a portion of a Portfolio Asset be made through an alternative vehicle or transferred to an Alternative Vehicle (the “Alternative Vehicles”). The profits and losses of any such Alternative Vehicle will not be aggregated with those of the Partnership or any other Alternative Vehicle for purposes of determining distributions by either the Partnership or such Alternative Vehicle(s). New investors admitted to the Fund by the General Partner of such investor’s Capital Commitment (each date of admission, a “Closing Date”) on subsequent Closing Dates following the establishment of an Alternative Vehicle may or may not participate in such Alternative Vehicle depending upon whether such Alternative Vehicle requires additional capital contributions based on the particular Portfolio Asset(s) held by such Alternative Vehicle.

Any of the foregoing services may be rendered by CIM, the General Partner, the Manager or any of their respective affiliates, including in-house legal, finance, accounting, tax, compliance, human resources, information technology, development and construction personnel, as the case may be, and their Allocable Costs and Expenses with respect to such services, including any Other Services, will be a Partnership Expense if (i) the costs for such services are billed to the Partnership in accordance with standard cost reimbursement procedures established by CIM

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for the billing of such services to collective vehicles and portfolio companies of CIM collective vehicles, (ii) such services are rendered on terms which are no less favorable to the Partnership than the terms on which the Partnership could obtain comparable services from an unaffiliated third party and (iii) the provision of such services by such entities or personnel is in the good faith judgment of the General Partner in the interests of the Partnership. “Allocable Costs and Expenses” means an allocable share of all direct and indirect fees, costs and expenses of the General Partner, the Manager and/or their respective affiliates and related entities (as applicable) related to services provided to the Partnership and/or Other Services, including, (a) out-of-pocket costs and expenses of the General Partner, the Manager and/or their respective affiliates and related entities, (b) direct and indirect employment and overhead costs of employees involved in, assisting with, or ancillary to the performance of such services (e.g., internal staff counsel and other legal professionals, finance and capital markets, tax, accounting, compliance, human resources, risk management, information technology, administrative, operations, engineering, architecture, onsite property management, commercial leasing, development or construction personnel, and marketing and communications), (c) expenses relating to any offices or office facilities (e.g., rent, telephone, printing, mailing, utilities, office furniture, equipment, machinery and any other office, internal, and overhead expenses), (d) information technology expenses associated with any computer software or hardware, (e) insurance costs and fees and (f) expenses of any third party retained by the General Partner, the Manager and/or their respective affiliates and related entities.

The General Partner may allocate any expenses that benefit the Partnership and one or more Alternative Vehicles and/or other fund entities among the Partnership and the applicable Alternative Vehicles, any Limited Partner and/or other fund entities in a manner that the General Partner determines in its good faith discretion. Broken Deal Expenses will generally be borne entirely by the Partnership and no share of such expense will be allocated to any co-investors or other party.

The Partnership may withhold from distributions or, to the extent of a Limited Partner’s uncalled Capital Commitments, make a capital call at any time to fund any of the foregoing expenses, and any capital contributions made by a Limited Partner in respect thereof will reduce such Limited Partner’s Undrawn Capital Commitment. The General Partner may in its sole discretion cause the Partnership or any Alternative Vehicle to apply any such withheld amounts to satisfy any such expenses, liabilities and capital requirements in respect of the Partnership or any Alternative Vehicle.

For the years ended December 31, 2022 and 2021 and the three months ended March 31, 2023, refer to the Organization Expenses detailed above for Partnership expenses borne by the Fund.

Management Fee Offset

The General Partner, the Manager or any of their affiliates or personnel may receive: (i) setup or other origination fees, financial fees or other fees (including incentive compensation) in connection with acquiring a Portfolio Asset and managing acquisitions and divestitures by Portfolio Assets, (ii) topping or break-up fees in connection with proposed but unconsummated Portfolio Assets, and (iii) directors’ or monitoring fees paid by a Portfolio Asset (collectively, “Other Fees”). If any Other Fees are received by the General Partner, the Manager or any of their affiliates or personnel with respect to a Portfolio Asset during the period in which the Partnership holds such Portfolio Asset, 100% of the portion of such Other Fees ratably allocable to the Partnership (based generally on the Partnership’s relative interest in such Portfolio Asset), to the extent they exceed any out-of-pocket costs or expenses (including Broken Deal Expenses) in connection with such transactions incurred thereby, including any value-added, sales or similar taxes applicable to such fees (such excess portion, the “Reduction Amount”), will reduce Management Fees payable by the Partnership; provided, that, the Reduction Amount will be decreased by Partnership Expenses that the General Partner or its affiliates had elected to bear instead of calling capital from the Partnership. To the extent such offsets would reduce Management Fees for a given period below zero, such offsets will be carried forward and will reduce future installments of Management Fees. If, upon termination of the Partnership, an unapplied balance of the Reduction Amount remains, the General Partner will not be required to repay any amount of previously paid Management Fees. Any portion of Other Fees ratably allocable to any party other than the Partnership will not benefit the Partnership and may benefit such other party, the Manager or its affiliates. The receipt from the Fund of Other Fees allocated to it results in a one hundred percent (100%) offset of Management Fees as provided in the Partnership Agreement and/or the Management Agreement. The amount of

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such fees allocable to any CIM Vehicle (including, without limitation, with respect to acquisitions made alongside the Fund) will not result in an offset of Management Fees borne by the Limited Partners, even if such other funds or accounts provide for lower or no management fees for the partners or participants therein. Alternatively, in the General Partner’s sole discretion, Other Fees may be paid directly to the Partnership for the benefit of the Partners, rather than to the General Partner, the Manager, the affiliates or personal and, in such cases and to such extent, Management Fees would not be offset by such Other Fees.

Alternatively, in the General Partner’s sole discretion, Other Fees may be paid directly to the Partnership for the benefit of the Partners, rather than to the General Partner, the Manager, their affiliates or personnel. In such cases and to such extent, Management Fees would not be offset by such Other Fees.

Additionally, the terms of fee agreements may, in certain cases, provide for an acceleration of fees paid to the Manager upon termination thereof if certain conditions are satisfied, which termination fees may be calculated based on the present value of foregone payments.

For the avoidance of doubt, Servicing Fees will not constitute Other Fees, will not reduce Management Fees and will not be included in calculating the Reduction Amount.

For purposes of calculating the Reduction Amount, any Other Fees received in a form other than cash will be deemed earned and paid, and will be valued in good faith by the Manager as of the earlier of (i) the date of the disposition by the General Partner, the Manager or their affiliates or employees of such noncash Other Fees, in which case the value of such noncash fees will be equal to the net proceeds received by the General Partner, the Manager or their affiliates or employees in connection with such disposition and (ii) the date of dissolution of the Partnership.

For the years ended December 31, 2022 and 2021 and the three months ended March 31, 2023, the total Other Fees incurred were immaterial.

General Partner Commitment

On or prior to the second anniversary of the Initial Closing, the General Partner, one or more other affiliates of CIM, the Principals and/or entities controlled by one or more of the Principals will make, directly or indirectly, a minimum aggregate capital commitment to the Fund equal to the lesser of (i) 1.0% of the sum of the NAV of the Partnership and the aggregate undrawn Capital Commitments (the “Undrawn Capital Commitments”) and (ii) $20 million. After the fourth (4th) anniversary of the Initial Closing, the General Partner, one or more other affiliates of CIM, the Principals and/or entities controlled by one or more of the Principals will maintain a minimum aggregate position in the Fund equal to the lesser of 0.5% of the sum of the NAV of the Partnership and the aggregate Undrawn Capital Commitments and (y) $10 million, which will be tested as of the end of each fiscal quarter. Any shortfall thereof will be cured by increasing the aggregate capital commitments to the Fund of the General Partner, its affiliates, the Principals and/or entities controlled by one or more of the Principals on or before the last day of the succeeding fiscal quarter. For the avoidance of doubt, the General Partner, one or more other affiliates of CIM, the Principals and/or entities controlled by one or more of the Principals have made Capital Commitments equal to $18 million to the Partnership as of March 31, 2023.

Units or other interests in the Fund held by the General Partner, its affiliates, the Principals and/or entities controlled by one or more of the Principals will not be subject to the Incentive Allocation and will not be required to, but may pay, Management Fees, and any capital contribution by the General Partner, its affiliates, the Principals and/or entities controlled by one or more of the Principals will be in cash and will be subject to the Lock-Up Period (as defined below). Any Units which are held by Limited Partners that are affiliates of the General Partner, the Principals and/or entities controlled by one or more of the Principals will be deemed to have been voted, consented to, approved and/or abstained in the same manner and proportions as the aggregate interests of the other Limited Partners are voted, consented to, approved and/or abstained; provided, that, the foregoing will not apply to any interests held by the General Partner or its affiliates in order to facilitate the participation in the Partnership by any unaffiliated partners (such as, for example, investors participating through a Feeder Fund, and in such case, the General Partner or its affiliates, as applicable, will vote, consent, approve and/or abstain in the manner directed by such unaffiliated partners.

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Allocation of Opportunities; Co-Investments; Separate Accounts; Review Agent

Allocation of Opportunities

CIM and its affiliates currently manage, sponsor and/or operate, and in the future will continue to manage, sponsor and/or operate, other funds or accounts, including Separate Accounts (as defined below) and similar arrangements (collectively, “CIM Vehicles”), with a variety of strategies, including strategies which may overlap with, or be identical to, that of the Partnership. The General Partner and the Manager may be presented with opportunities that fall within the objective of the Partnership and one or more CIM Vehicles, and in such circumstances, the General Partner will determine the allocation of such opportunities in good faith, taking into account relevant facts and circumstances and pursuant to CIM’s allocation policy without deliberately and inappropriately favoring any one CIM Vehicle over another. See “Item 7. Certain Relationships and Related Transactions, and Director Independence – Overlaps of the Partnership with Other CIM Vehicles and Accounts.” Pursuant to such allocation policy, the Fund will not receive priority allocations of opportunities in Opportunity Zones.

If an opportunity may be suitable for two or more CIM Vehicles with similar or overlapping strategies that have the capacity to make such acquisition, the Investment Allocation Committee (as defined below) will determine the allocation by considering factors such as the following with respect to each of the Fund or the applicable CIM Vehicles and the relative weight that should be given with respect thereto: (i) the portfolio guidelines and/or restrictions, if any, set forth in the Fund’s or such applicable CIM Vehicle’s organizational documents; (ii) the risk and return profile of the Fund or the applicable CIM Vehicle; (iii) the suitability/priority of a particular asset for the Fund or the applicable CIM Vehicle; (iv) the level of available capital with respect to the Fund or the applicable CIM Vehicle; (v) the total amount of funds committed to the Fund or the applicable CIM Vehicle; and (vi) the age/vintage of the Fund and the applicable CIM Vehicle and the remaining term of the applicable CIM Vehicle’s acquisition period, if applicable.

Co-Investment

The General Partner may offer Limited Partners, other CIM Vehicles and/or other third parties the opportunity to co-invest in particular assets alongside the Partnership. The General Partner, its affiliates, the Principals and/or entities controlled by one or more of the Principals may also participate in any co-investment opportunity. The terms and conditions of any co-investment opportunities will be determined by the General Partner in its sole discretion but also may be negotiated by the General Partner and the potential co-investor on a case-by-case basis. Co-investments may be structured as joint ventures in which the Partnership and one or more joint venturers, including entities controlled and/or managed by CIM or its affiliates, participate side-by-side in the same Portfolio Asset. Such joint venture partners may or may not be subject to the same terms and conditions as the Partnership, including with respect to liquidity rights, buying, selling or otherwise disposing of the underlying real asset and participating in other major decisions affecting the underlying real asset. In certain circumstances, a joint venture partner, rather than the Partnership, may control a co-investment opportunity. Co-investment opportunities will be allocated as determined by the General Partner in its sole discretion and not all Limited Partners and other CIM Vehicles may be offered co- investment opportunities. The General Partner may take into consideration any factors it deems appropriate, including its own interests, in allocating co-investment opportunities. The General Partner (or an affiliate thereof) may make a contribution to any vehicle formed for a co-investment opportunity to the extent (but only to the extent) desirable for profit allocation treatment or for legal, tax, regulatory, accounting, structuring or other similar purposes. Co-investments may be structured as joint ventures in which the Partnership and one or more joint venture partners, including entities controlled, managed and/or operated by CIM or its affiliates, participate side-by-side in the same Portfolio Asset. The Fund has not offered any co-investment opportunities to date.

Separate Accounts

CIM has established, and may in the future establish, one or more separate accounts or similar arrangements managed and/or sponsored by CIM for the benefit of one or more specific partners (the “Separate Accounts”). While any such Separate Account may participate side-by-side with the Partnership in a portion of or all Portfolio Assets, the economic, legal or other rights and obligations of the partners in such Separate Accounts may be (i) different

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than those of the Partnership and/or (ii) more favorable to partners in such Separate Accounts than the economic, legal or other rights and obligations of Limited Partners participating in the Partnership. The economic, legal or other rights and obligations of such partner(s) may be (x) different than those of the other Limited Partners and/or (y) more favorable to such partner(s) than the economic, legal or other rights and obligations of the other Limited Partners.

The Partnership will generally bear all Broken Deal Expense in connection with co-investment opportunities, Separate Accounts and similar arrangements, including any third-party partner’s share of such Broken Deal Expenses. If a prospective counterparty in an unconsummated transaction reimburses or pays the Partnership or any of its affiliates for any Broken Deal Expenses (such amount, the “Reimbursed Amount”), the General Partner or its affiliates may in their sole discretion agree to share any or all of such Reimbursed Amount with third-party partners that participate in co-investment opportunities, Separate Accounts or similar arrangements to the extent such third-party partners incurred costs and expenses in connection with such unconsummated deals. As a result of these sharing arrangements, the Partnership may not be reimbursed for 100% of its Broken Deal Expenses. See “Item 7. Certain Relationships and Related Transactions, and Director Independence – Overlaps of the Partnership with Other CIM Vehicles and Accounts.”

Review Agents

As discussed in “Executive Compensation—Review Agents,” the General Partner may, from time to time, designate a Review Agent. If the General Partner designates a committee to act as a Review Agent, from time to time, the General Partner will develop voting procedures for such Review Agent. The conclusions of a Review Agent, with respect to those matters presented for its consideration, will be conclusive and binding for the purposes of the Partnership Agreement. In December 2019, the General Partner designated Marcie Edwards, on behalf of MLE Consulting Inc., and Kelly Eppich as Review Agents. As of August 5, 2022, Kelly Eppich no longer serves as a Review Agent.

Out-of-pocket expenses of a Review Agent and any fees charged by any independent representative acting as, or independent representatives that comprise all or a portion of the members of a committee that acts as, a Review Agent will be paid by the Partnership. A Review Agent will be entitled to the benefit of certain indemnification and exculpation provisions, as described in the Partnership Agreement.

For the year ended December 31, 2022, 2021 and 2020, the Fund engaged a Review Agent to review five, three and zero transactions, respectively. For a description of the consummated transactions, see “—Consummated Affiliate Transactions and Purchases.”

Any actual conflicts of interest that arise in relation to the Partnership will be resolved in accordance with CIM’s conflicts management procedures, including, where required, by referral to a Review Agent. CIM may in its discretion consult with the Review Agent regarding any potential conflict of interest. If the General Partner and the Manager act in a manner, or pursuant to standards or procedures, approved by a Review Agent with respect to such conflict of interest, then to the fullest extent permitted by applicable law, the General Partner, the Manager, CIM and their respective affiliates will not have any liability to the Partnership or any Limited Partner for such actions in respect of such matter taken by them, including actions in pursuit of their own interests, and will be deemed to have satisfied their fiduciary duties with respect to such actions and to have acted in good faith with respect to such conflict. Moreover, the Review Agent may be a representative of a Limited Partner or a committee comprised of representatives of Limited Partners, who are also partner(s) in a CIM Vehicle that is co-investing with the Partnership or who otherwise participates in other CIM Vehicles being presented with the same opportunities as the Partnership.

Warehoused Investments

The acquisition by the third-party Limited Partners of an indirect interest through Units in the Initial Investment at cost (which may be higher than fair value) as of their Closing Date could give rise to a conflict of interest. In addition, the General Partner may have, in its discretion, determined to have the Fund acquire or purchase from CIM or its affiliates all or a portion of an Initial Investment made by CIM or its affiliates prior to the Initial Closing. Any such Initial Investment acquired from CIM or its affiliates were disclosed to the prospective Limited Partners in a

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supplement to the Memorandum prior to any Closing Date on which such prospective Limited Partners were required to make capital contributions to the Partnership in respect of such Initial Investment.

Each Limited Partner, by acquiring Units, will be deemed to have acknowledged and consented to any actual or potential conflicts of interest relating to any Initial Investments and each Limited Partner, by executing its subscription agreement, will be deemed to have acknowledged and/or consented to (i) the issuance of an interim class of Units to the General Partner, its affiliates, the Principals and/or entities controlled by one or more of the Principals in respect of any Initial Investments, (ii) the return to the General Partner, its affiliates, the Principals and/or entities controlled by one or more of the Principals of any capital contributions they made to fund any such Initial Investments and redemption of their related Units and (iii) such Limited Partner’s participation therein for all purposes, including to the extent required by applicable law.

The Fund (or a subsidiary partnership or other subsidiary special purpose vehicle of the Fund) may directly or indirectly acquire or purchase from one or more other CIM Vehicles (in each case, an “Affiliate Seller”) all or a portion of any investment acquired or consummated prior to the Initial Closing or any other Closing Date by an Affiliate Seller (including, solely for this purpose, deposits) that purchased such investment with the intent to sell all or a portion of it to the Partnership (or a subsidiary partnership or other subsidiary special purpose vehicle of the Fund) (all or a portion of such investments, “Warehoused Investments”). As of the date of this registration statement, the projects known as Aquamarine Westside and Westlands Transmission were acquired from an affiliate of the Fund as Warehoused Investments.

Each Limited Partner, by acquiring Units, will be deemed to have acknowledged and consented to any actual or potential conflicts of interest relating to any Warehoused Investments and each Limited Partner, by executing its subscription agreement, will be deemed to have acknowledged and/or consented to (i) any arrangements and/or transactions relating to the transfer of such Warehoused Investments to the (or a subsidiary partnership or other subsidiary special purpose vehicle of the Fund) and (ii) such Limited Partner’s participation therein for all purposes.

Overlaps of the Fund with other CIM Vehicles and Accounts

CIM and its affiliates currently manage and/or sponsor and plan to manage and/or sponsor in the future other CIM Vehicles that have strategies or guidelines that are identical to, substantially similar with, or that overlap with, that of the Fund. This situation presents the potential for conflicts of interest. While CIM will seek to manage such potential conflicts of interest in good faith, there may be situations in which the interests of the Fund with respect to a particular investment or other matter conflict with the interests of one or more CIM Vehicles, CIM or one or more of their respective affiliates.

Subject to the provisions of the Agreements, on any matter involving a conflict of interest, CIM will be guided by certain fiduciary duties (as set forth in the governing documents) to the Limited Partners as well as to partners in the other CIM Vehicles and will manage such conflict in good faith and seek to ensure that the interests of the Fund and all affected CIM Vehicles are represented. However, if necessary to resolve such conflict, CIM reserves the right to cause the Fund to take such steps as may be necessary to minimize or eliminate the conflict, even if (subject to applicable law) that would require the Fund to (a) forego an opportunity or divest assets that, in the absence of such conflict, it would have made or (b) otherwise take action that may benefit CIM, any of its affiliates or a CIM Vehicle and may not be in the best interests of the Fund or the Limited Partners. CIM may also in its discretion consult with the Review Agent regarding any potential conflict of interest. If the General Partner and the Manager act in a manner, or pursuant to standards or procedures, approved by a Review Agent with respect to such conflict of interest, then to the fullest extent permitted by applicable law, the General Partner, the Manager, CIM and their respective affiliates will not have any liability to the Fund or any Limited Partner for such actions in respect of such matter taken by them, including actions in pursuit of their own interests, and will be deemed to have satisfied their fiduciary duties with respect to such actions and to have acted in good faith with respect to such conflict. Moreover, the Review Agent may be a representative of a Limited Partner or a committee comprised of representatives of Limited Partners, who are also partner(s) in a CIM Vehicle that is co-investing with the Fund or who otherwise participates in other CIM Vehicles being presented with the same opportunities as the Fund.

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Allocation of Opportunities

The Fund may share in opportunities presented to one or more of the CIM Vehicles to the extent that CIM in good faith deems such allocation to be prudent or equitable based on CIM’s Investment Allocation Policy (the “Investment Allocation Policy”), which was established in order to ensure that the Fund and the CIM Vehicles are afforded fair and equitable treatment when allocating opportunities. Pursuant to that policy, the Fund will not receive priority allocations of opportunities that arise in Opportunity Zones. The Investment Allocation Policy will be periodically reviewed and tested by CIM to ensure that the guidelines and controls contained therein are adequate to prevent the Fund or any CIM Vehicle from being systematically and inappropriately disadvantaged as a result of the allocation of opportunities.

The Manager has constituted an investment allocation committee (the “Investment Allocation Committee”) to mitigate allocation risks. The Investment Allocation Committee is primarily responsible for implementing the Investment Allocation Policy, including resolving allocation conflicts. The Investment Allocation Committee is comprised of the three Founding Principals and CIM’s Chief Compliance Officer. The size, composition and policies of the Investment Allocation Committee may be changed from time to time. While CIM will seek to manage potential conflicts arising out of the potentially overlapping objectives of the Fund and certain CIM Vehicles, there can be no assurance in the case of overlapping opportunities that the return on the Fund’s acquisition will be equivalent to or better than the returns obtained by the CIM Vehicles participating in such acquisitions. The decision by CIM to allocate an opportunity to a CIM Vehicle rather than the Fund, or to allocate a portion of an opportunity to a CIM Vehicle in addition to the Fund, could cause the Fund to forego an opportunity it otherwise would have made or obtain less interest in an opportunity it otherwise would have obtained. Pursuant to the Investment Allocation Policy, CIM seeks to manage the assets of each of the Fund and the CIM Vehicles consistent with the relevant objectives and not inappropriately favor the Fund over any CIM Vehicle or any CIM Vehicle over the Fund.

As a general matter and except as otherwise set forth below, an available opportunity will be allocated by the Investment Allocation Committee in its good faith, taking into account the relevant facts and circumstances and pursuant to and in accordance with CIM’s Investment Allocation Policy without inappropriately favoring either the Fund or any CIM Vehicle. Generally, new opportunities are first classified according to the strategy/objective (i.e., whether it is most appropriate for a CIM Vehicle in stabilized, opportunistic, value-add, debt or infrastructure strategies, taking into account the risk/return profile for each of these types of assets).

If after considering various factors, the Investment Allocation Committee remains unable to determine allocation of an opportunity to two or more CIM Vehicles, a strict rotation system will be employed. Such CIM Vehicles will be listed on a rotation schedule in the order of their inception dates (i.e., date of the management agreement), from the latest to the earliest inception dates. The CIM Vehicle with the most recent inception date will, therefore, be placed first on the rotation schedule and will be the first to be offered the relevant opportunity.

Expenses

The General Partner may offer Limited Partners and/or third parties the opportunity to co-invest in particular assets alongside the Fund. It may also establish one or more Separate Accounts. Any Separate Accounts and/or other CIM Vehicles may acquire assets side-by-side with the Fund. The terms of any co-investment opportunities, joint ventures, Separate Accounts or similar side-by-side arrangements may typically provide that such partners will not bear their share of Broken Deal Expenses and, accordingly, all Broken Deal Expenses will generally be borne entirely by the Fund.

The General Partner, the Manager, the Fund and/or any of their respective affiliates may incur certain out-of-pocket costs and expenses in developing, negotiating and structuring prospective acquisitions that are not ultimately made, including Broken Deal Expenses. If a prospective seller in an unconsummated transaction reimburses the Fund or any of its affiliates for any Broken Deal Expenses (such amount, the “Reimbursed Amount”), the General Partner or its affiliates may in their sole discretion agree to share any or all of such Reimbursed Amount with third-party partners that participate in co-investment opportunities, joint ventures, Separate Accounts or similar arrangements to the extent such third-party partners incurred costs and expenses in connection with such

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unconsummated deals. As a result of these sharing arrangements, the Fund may not be reimbursed for 100% of its Broken Deal Expenses. Similarly, if a prospective underlying borrower pays the Fund or any of its affiliates a break-up fee in connection with a deal that ultimately does not close, the General Partner may in its sole discretion share any or all of such break-up fee with other CIM Vehicles or third-party partners that would have made the acquisition if such transaction had been consummated.

Assets in which CIM Vehicles Have a Position

The Fund may also deploy capital alongside CIM Vehicles, including funds, joint ventures or other accounts in which CIM may have an economic stake, whether on a pari passu basis with the Fund’s Portfolio Assets or at a different level of the capital structure of the particular Portfolio Asset. In the event that the Fund participates in a different level of the capital structure of a particular Portfolio Asset than such CIM Vehicles, the interests of the Fund and CIM Vehicles may diverge significantly in the case of financial distress of such company. Accordingly, the General Partner and its affiliates may be presented with decisions when the interests of the two funds are in conflict and CIM may have conflicting loyalties between its duties to the Fund and to such other fund or account. For example, if additional financing is necessary as a result of financial or other difficulties, it may not be in the best interests of the Fund to provide such additional financing. If CIM Vehicles were to lose their respective assets as a result of such difficulties, the ability of the General Partner to recommend actions in the best interests of the Fund might be impaired. In addition, it is possible that in a bankruptcy proceeding, the Fund’s interest may be subordinated or otherwise adversely affected by virtue of CIM’s and such CIM Vehicles’ involvement and actions relating to their acquisition.

Even in a case where the Fund deploys capital together with another CIM-managed, CIM-sponsored or CIM-operated fund, joint venture or other account, such other fund, joint venture or other account may have different tax and/or other interests with respect to acquisitions than those of the Fund and conflicts may arise including with respect to the structuring of the acquisition and/or disposition and/or the timing of the disposition of the particular asset. Such CIM Vehicles may also have different or expanded rights with respect to the underlying asset, including the right to remove CIM as the manager of the investment, initiate a disposition or effect other major decisions affecting the asset or provide consultation or approvals with respect to changes in CIM’s Investment Allocation Policy. In any such case, actions may be taken by such other fund, joint venture or other account that is adverse to the Fund. There can be no assurance that the return on the Fund’s Portfolio Asset in respect of a particular transaction will be equivalent to or better than the returns obtained by any other CIM-operated fund, joint venture or other account participating in the same transaction. This may result in a loss or substantial dilution of the Fund’s Portfolio Asset, while a CIM Vehicle recovers all or part of amounts due to it. Similarly, the General Partner’s ability to implement the Fund’s strategies effectively may be limited to the extent that contractual obligations entered into in respect of the activities of CIM and/or such CIM Vehicles impose restrictions on the Fund engaging in transactions that the General Partner may be interested in otherwise pursuing.

In those circumstances where the Fund and a CIM Vehicle hold positions in different classes of a company’s debt or equity, CIM may also, to the fullest extent permitted by applicable law, take steps to reduce the potential for adversity between the Fund and the CIM Vehicle, including causing the Fund to take certain actions that, in the absence of such conflict, it would not take, such as (i) remaining passive in a restructuring or similar situations (including electing not to vote or voting pro rata with other security holders), (ii) deploying capital in the same or similar classes of securities as the CIM Vehicle in order to align their interests, (iii) divesting assets or (iv) otherwise taking an action designed to reduce adversity. Any such step could have the effect of benefiting a CIM Vehicle (or CIM) and therefore may not have been in the best interests of, and may have been adverse to, the Fund. A similar standard generally will apply if any CIM Vehicle deploys capital in a company or asset in which the Fund holds a position in a different class of such company’s debt or equity securities or asset.

Even in cases where the Fund and other CIM Vehicles do not share the same holdings, the Fund may have a Portfolio Asset in the same location as another asset owned by another CIM Vehicle.

Although the properties underlying the Fund’s Portfolio Asset and such other CIM Vehicle’s holdings may share certain resources and amenities (e.g., tenant leasing offices, common areas and facilities and access to public transportation), such properties may also compete with one another for resources, including tenants and lease-up

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opportunities, public funding for infrastructure improvements and tax benefits, which may adversely impact the value and returns of the Fund’s Portfolio Asset.

Independent Actions

The Limited Partners in the Fund and the other CIM Vehicles generally vote separately on matters pertaining to their respective vehicle or arrangement. For example, a determination by the partners in a CIM Vehicle to dispose of its interests in a particular asset or to terminate its vehicle or acquisition period where a corresponding action is not taken on behalf of the Fund could affect the General Partner’s ongoing management decisions with regard to the Fund’s Portfolio Assets, including, with respect to the timing, size and terms of any disposition of such assets on behalf of the Fund, and any actions taken on behalf of such CIM Vehicle with respect to leveraging and/or winding up of its portfolio could adversely affect the Fund’s Portfolio Assets.

Consummated Affiliated Transactions and Purchases

From time to time, and to achieve the Fund’s stated investment program and to meet timeline required under the Opportunity Zone legislation, the Fund purchases certain investments from, or co-invests alongside with, CIM affiliated entities or affiliates of the General Partner. A significant percentage of the investments in the Fund have been transferred into the Fund from CIM and its affiliates, and, of the total Fund, 81% are investments incubated at CIM and its affiliates. In the years ended December 31, 2022, 2021 and 2020, the Fund’s such investments and co-investments totaled an aggregate amount of $380.2 million, $0 and $0, respectively.

The Fund also enters into certain agreements with other CIM affiliated entities from time to time. In the year ended December 31, 2022, the Fund entered into (i) an agreement with another CIM affiliated entity regarding signage fees, other servicing fees, other servicing fees and expenses in connection with the transfer of an investment and (ii) a loan agreement with another CIM affiliated entity pursuant to which the Fund borrowed funds in connection with a transfer.

The Fund also makes investments in projects that are not wholly owned by the Fund. The investors in these certain projects are, at times, CIM affiliated entities or affiliates of the General Partner. In the year ended December 31, 2021, the Fund entered into two Funding, Payment, Reimbursement and Indemnity Agreements in connection with these investments. See “—Allocation of Opportunities; Co-Investments; Separate Accounts; Review Agent” and “Overlaps of the Fund with other CIM Vehicles and Accounts” for additional information.

ITEM 8.               LEGAL PROCEEDINGS

None.

ITEM 9.               MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Partnership has and will continue to offer and sell Units in transactions exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D. See “Item 10. Recent Sales of Unregistered Securities” for more information. There is no public market for our Units currently, nor can we give any assurance that one will develop.

Because our Units are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Units may not be sold or transferred (i) except as permitted under the Partnership Agreement and (ii) unless the Units are registered under applicable securities laws or specifically exempted from registration. Accordingly, an investor must be willing to bear the economic risk of investment in the Units unless and until we accept their repurchase or transfer. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Units may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Units and to execute such other instruments or certifications as are reasonably required by us. See “Item 11. Description of Registrant’s Securities to Be Registered—Transfer of Units” for additional information.

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The Net Asset Value for the Fund is calculated on a quarterly basis. It is comprised of all cash activities in the fund, income and expense accruals and expert valuations of the Fund’s investments. Income in excess of expenses, realized and unrealized gains are allocated in proportion to each Partner’s percentage interest in the Partnership. In connection with each Capital Contribution due on or around a Fiscal Quarter-end, a Partner shall be issued Units based on the Net Asset Value as of such Fiscal Quarter-end. Refer to Note 5 and Note 8 to the unaudited financial statements as of March 31, 2023 for most recent unit prices and Fund’s returns, respectively. At the close of the first quarter of 2023 the Fund had 2,388 limited partners (holders of units).

ITEM 10.               RECENT SALES OF UNREGISTERED SECURITIES

Since March 2019, we have commenced and continue to commence, various private placement offerings of our Units. We are offering these securities in reliance upon exemption from the registration requirements provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, without the use of general solicitation, as that concept is embodied in Regulation D. As of March 31, 2023, we sold 1,507,965 units resulting in gross offering proceeds of approximately $1.654 billion.

Quarter Ended	Number of Units	Amount
March 31, 2019	5,028.21	$	5,028,213
June 30, 2019	73,576.07	$	73,521,868
September 30, 2019	26,902.73	$	26,799,767
December 31, 2019	126,388.27	$	120,525,611
March 31, 2020	12,571.48	$	12,319,013
June 30, 2020	8,130.14	$	7,940,000
September 30, 2020	17,477.52	$	16,994,712
December 31, 2020	41,707.33	$	40,466,343
March 31, 2021	26,722.84	$	26,058,070
June 30, 2021	61,699.13	$	62,222,206
September 30, 2021	52,399.95	$	55,002,837
December 31, 2021	483,070.36	$	543,159,998
March 31, 2022	126,746.58	$	142,183,621
June 30, 2022	141,919.52	$	162,112,676
September 30, 2022	131,804.96	$	155,714,969
December 31, 2022	117,659.37	$	140,422,481
March 31, 2023	54,160.88	$	63,785,007

ITEM 11.               DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Summary of Certain Material Terms of the Partnership Agreement

The following table summarizes the material terms of the Partnership Agreement.

Partnership and its Objectives: The Partnership is organized as a perpetual life, open-ended, commingled infrastructure and real estate fund to acquire, own, develop or re-develop and operate infrastructure and real estate assets in Opportunity Zones. See “Item 1. Business–Fund Strategy.”

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General Partner and Manager:	The General Partner is an affiliate of CIM. The General Partner is responsible for the management of the Partnership’s affairs. One or more CIM affiliates will serve as the Partnership’s manager(s) (collectively, the “Manager” or “Managers” and, individually, a “Manager,” as the context requires). It is possible that the Partnership will engage various Managers; with each Manager responsible for a specific asset class. Pursuant to the Management Agreement, the Manager will identify, recommend and structure sources of capital for potential opportunities. The Manager monitors and evaluates Portfolio Assets and makes recommendations regarding the timing and manner in which a Portfolio Asset is sold. The Manager will receive Management Fees as compensation for those services to be provided to the Partnership. In the event the Partnership engages more than one Manager, the Managers will determine how Management Fees will be allocated among the Managers.
Closings:	The General Partner held the initial closing of the Partnership and initial issuance of Units on January 21, 2019 (the “Initial Closing”). Additional subsequent closings for the subscription of Units will be held thereafter on any dates, from time to time, in the sole discretion of the General Partner.
Term:	The Partnership will continue in existence indefinitely, but may be dissolved and wound up (i) at any time by the General Partner in its sole discretion, (ii) upon the bankruptcy, termination, dissolution or redemption of the General Partner, (iii) with the consent of Limited Partners representing both (x) 75% in interest of the Limited Partners and (y) a majority of the Limited Partners by number or (iv) the entry of a decree of dissolution with respect to the Partnership. Upon a dissolution of the Partnership, redemptions will be suspended and no distributions will be made until the final distribution.
Minimum Commitment:	Subject to any agreement granting a Limited Partner alternative or supplemental rights with respect to its participation in the Partnership, the minimum initial Capital Commitment from a Limited Partner is $5 million, although the General Partner reserves the right to accept lesser commitments in its sole discretion. See “Item 1A. Certain General Risk Factors of Participating in the Fund–Capital Contributions made to the Partnership by a Limited Partner in respect of each Capital Commitment will be subject to the Lock-Up Period.”
General Partner Commitment:	A minimum aggregate position equal to the lesser of (x) 0.5% of the sum of the NAV of the Partnership and Undrawn Capital Commitments and (y) $10 million. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–General Partner Commitment.”
Capital Contributions:	Capital Commitments are expected to be drawn down from time to time on or after a Limited Partner’s Closing Date in order to fund Portfolio Assets or for other partnership purposes. In connection with each Capital Contribution due on or around the calendar quarter-end, a Partner will be issued additional Units based on the net asset value of the Partnership as of such calendar quarter-end (as adjusted for any amortization of Organizational Expenses) (“NAV”). Capital Commitments will typically be drawn from all Partners admitted on the same Closing Date pro rata, and 100% of such Partners’ Capital Commitments will typically be funded prior to calling capital from Partners admitted on subsequent Closing Dates.
Lock-Up Period:	Subject to any agreement granting a Limited Partner alternative or supplemental rights with respect to its participation in the Partnership, with respect to each Limited Partner and each Capital Commitment, four (4) years from the date of the initial capital contribution made by such Limited Partner in respect of such Capital Commitment; provided, such Lock-Period may be suspended in the event two (2) or more of the Key Persons cease to be actively engaged in the management of the Partnership and/or its investments (the “Suspension Period”). See “Item 11. Description of Registrant’s Securities to be Registered –Redemptions.

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Key Persons:	Shaul Kuba, Richard Ressler, Avraham Shemesh and any replacement of any such person. The Lock-Period may be suspended in the event two (2) or more of Shaul Kuba, Richard Ressler, Avraham Shemesh and any replacement of any such person approved by the Review Agent cease to be actively engaged in the management of the Partnership and/or its investments. The Suspension Period will continue until the day on which a replacement person for the applicable Key Person is approved by the Review Agent. See “Item 11. Description of Registrant’s Securities to be Registered–Redemptions.
Incentive Allocation:	The General Partner or an affiliate thereof will generally be allocated an Incentive Allocation with respect to Limited Partners of 20% annually, subject to a high watermark and a 6% hurdle rate with an 80% General Partner catch-up. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.”
Management Fees:	Each Limited Partner will bear quarterly Management Fees equal to that portion of the Management Fee Base attributable to such Limited Partner’s Units as of the first calendar day of each calendar quarter multiplied by the applicable annual rate of 2.0%, subject to a 25 basis point early closing discount applicable during the Lock-Up Period with respect to Units subscribed for on or prior to June 30, 2019. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.”
Servicing Fees:	Property Management Fees: Not to exceed 5.0% of gross property revenues, plus Allocable Costs and Expenses; Development Management Fees: Not to exceed 4.0% of gross contract price for development, tenant improvements or other capital expenditures, as applicable, plus Allocable Costs and Expenses; Leasing Brokerage Fees: Not to exceed 4.0% of base rent during lease years one through five; 2.0% of base rent after lease year five, in each case, plus Allocable Costs and Expenses. In transactions where there is a participating broker(s), not to exceed 2.0% of base rent during lease years one through five; 1.0% of base rent after year five, in each case, plus Allocable Costs and Expenses; and Multifamily Residential Sales Fees: Not to exceed 6.0% of the gross sales price of a residential unit, plus Allocable Costs and Expenses. Servicing Fees will not constitute Other Fees (as defined below), will not reduce Management Fees and will not be included in calculating the Reduction Amount and may be paid by a Portfolio Asset directly to the General Partner, the Manager or entities related to the General Partner or the Manager or may be paid by such Portfolio Asset to the Partnership which will pass through such Servicing Fees, on a dollar-for-dollar basis, to the General Partner, the Manager or such related entities. Servicing Fees will be either (x) at rates which do not exceed the limits set forth immediately above, (y) at rates that are no less favorable to the Partnership and/or such Portfolio Asset than the arm’s-length rates on which the Partnership and/or such Portfolio Asset could obtain comparable services from an unaffiliated service provider taking into account the nature of the relevant asset type and the special services required or (z) at rates that receive the consent of a Review Agent or the Limited Partners. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.”

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Organizational Expenses:	The Partnership will bear the costs associated with the organization of the Partnership, and the offering of the Units, including all out- of-pocket fees and expenses of counsel, accountants for and agents of the Partnership and the General Partner (including expenses of in-house legal, finance, accounting, tax, compliance, information technology and other professionals, inclusive of any Allocable Costs and Expenses as provided for and defined in “Partnership Expenses”). Aggregate Organizational Expenses paid by the Partnership during each fiscal year-period will be amortized over the next 5-year period beginning immediately following the end of such fiscal year. Capital Contributions and/or distributions may be adjusted to the extent necessary to reflect the amortization of Organizational Expenses paid by the Partnership. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.”
General Partner Expenses:	The General Partner and the Manager will generally be responsible for the compensation of the personnel of the General Partner and the Manager, respectively, who are involved in the business of the Partnership. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.”
Partnership Expenses:	The Partnership will pay (or reimburse the General Partner and its affiliates for) all expenses related to the operation and administration of the Partnership, any Alternative Vehicles and any of their respective subsidiaries. The General Partner may allocate any expenses that benefit the Partnership and one or more Alternative Vehicles and/or other fund entities among the Partnership and the applicable Alternative Vehicles, any Limited Partner and/or other fund entities in a manner that the General Partner determines in its good faith discretion. Broken Deal Expenses will generally be borne entirely by the Partnership and no share of such expense will be allocated to any co-investors or other party. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.
Management Fee Offset:	The General Partner, the Manager or any of their affiliates or personnel may receive: (i) setup or other origination fees, financial fees or other fees (including incentive compensation) in connection with acquiring a Portfolio Asset and managing acquisitions and divestitures by Portfolio Assets, (ii) topping or break-up fees in connection with proposed but unconsummated Portfolio Assets, and (iii) directors’ or monitoring fees paid by a Portfolio Asset (collectively, “Other Fees”). If any Other Fees are received by the General Partner, the Manager or any of their affiliates or personnel with respect to a Portfolio Asset during the period in which the Partnership holds such Portfolio Asset, 100% of the portion of such Other Fees ratably allocable to the Partnership (based generally on the Partnership’s relative interest in such Portfolio Asset), to the extent they exceed any out-of-pocket costs or expenses (including Broken Deal Expenses) in connection with such transactions incurred thereby, including any value-added, sales or similar taxes applicable to such fees (such excess portion, the “Reduction Amount”), will reduce Management Fees payable by the Partnership; provided, that the Reduction Amount will be decreased by Partnership Expenses that the General Partner or its affiliates had elected to bear instead of calling capital from the Partnership. To the extent such offsets would reduce Management Fees for a given period below zero, such offsets will be carried forward and will reduce future installments of Management Fees. See “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.
Distribution and Reinvestment:	The Partnership may distribute available cash in the sole discretion of the General Partner. The General Partner may elect not to make a distribution and to instead reinvest and use such amounts for Partnership purposes (including, for the repayment of borrowings, the payment of Partnership Expenses, Partnership reserves, or to fulfill redemption requests with respect to Units). See “Item 11. Description of Registrant’s Securities to be Registered– Distributions and Reinvestment.

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Review Agent:	The General Partner may, from time to time, designate a person, including an independent representative, or a committee comprised of independent representatives and/or representatives of the Limited Partners consisting of such number of members as the General Partner deems appropriate as a Review Agent. If the General Partner designates a committee to act as a Review Agent, from time to time, the General Partner will develop voting procedures for such Review Agent. The conclusions of a Review Agent, with respect to those matters presented for its consideration, will be conclusive and binding for the purposes of the Partnership Agreement. Out-of-pocket expenses of a Review Agent and any fees charged by any independent representative acting as, or independent representatives that comprise all or a portion of the members of a committee that acts as, a Review Agent will be paid by the Partnership (see “Partnership Expenses” above). A Review Agent will be entitled to the benefit of certain indemnification and exculpation provisions, as described in the Partnership Agreement. See “Item 6. Executive Compensation–Review Agents” and “Item 7. Certain Relationships and Related Transaction, and Director Independence–Fees and Expenses.
Redemptions:	Commencing upon the expiration of the Lock-Up Period with respect to each Capital Commitment of a Limited Partner, such Limited Partner will have the right to request a redemption of all or a portion of its Units attributable to such Capital Commitment as of each calendar quarter-end beginning with the first calendar quarter-end following the applicable Lock-Up Period, or at such other times, and on such other terms and conditions, as may be determined by the General Partner in its sole discretion and each redemption request will be processed in accordance with the Partnership’s quarterly redemption process. Requests for redemptions must be delivered to the General Partner in writing no later than the last calendar day of the calendar quarter immediately preceding the Redemption Date on which such redemption is to take place. Requests for redemptions for 100% of a Limited Partner’s Units may be made regardless of the value of such Units. Requests for a partial redemption of the Units attributable to a Limited Partner may only be made in increments of $500,000, except that such incremental requirement may be waived by the General Partner in its sole discretion. See “Item 11. Description of Registrant’s Securities to be Registered–Redemptions
Exculpation and Indemnification:	See “Item 11. Description of Registrant’s Securities to be Registered–Exculpation and Indemnification and “Item 1.A Risk Factors–The Agreements include exculpation, indemnification and other provisions that limit the circumstances under which the General Partner, the Manager and others can be held liable to the Fund.”

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Borrowings and Guarantees:	The General Partner (acting directly or through its duly appointed agents (including the Manager)) has the right to cause the Partnership and each of its subsidiaries to incur indebtedness and guarantee obligations, to borrow money, obtain financings, issue letters of credit or guarantee loans or other extensions of credit to support or cross-collateralize an obligation made to any current or prospective Portfolio Asset or affiliate or any vehicle formed to effect the acquisition thereof, and may borrow money from any individual, partnership, corporation, limited liability company, trust or other entity (including from the General Partner, the Manager and their respective affiliates), among other things: (i) for the purpose of covering Organizational Expenses, Partnership Expenses and Management Fees, (ii) to provide funds for the payment of amounts to redeeming Limited Partners, (iii) to support an obligation of any vehicle formed to effect the acquisition of a Portfolio Asset, (iv) to acquire Portfolio Assets, (v) to make distributions, (vi) to repay the Partnership’s indebtedness, (vii) for hedging transactions, (viii) financing any other asset-related activities of the Partnership or any Person in which the Partnership holds an interest or (ix) for any other purpose permitted under the Partnership Agreement. Any leverage facilities may be structured through the use of a special purpose vehicle or may be structured through a total return swap or other derivative instrument. The Partnership Agreement outlines the various restrictions on borrowings and leverage. See “Item 1.A Risk Factors–The Fund may use a substantial amount of leverage in connection with its Portfolio Assets, including for making distributions to Limited Partners.”
Removal of the General Partner:	The General Partner will be removed as general partner of the Partnership if at least 75% in interest of the Limited Partners vote to remove the General Partner following written notice from the General Partner of the occurrence of a triggering event as outlined in the Partnership Agreement.
Defaults:	The Partnership Agreement contains customary default provisions with respect to Partners that do not contribute capital when due. See “Item 11. Description of Registrant’s Securities to be Registered–Default.”

Distributions and Reinvestment

The Fund may distribute Available Current Proceeds pro rata to the Partners in accordance with their Percentage Interests at such time and in such amounts, if any, as determined by the General Partner in its discretion. Any distributions shall be made in cash and/or in-kind, as determined by the General Partner in its reasonable discretion and shall be made pro rata to the Partners in accordance with their Percentage Interests. As of March 31, 2023, the Fund has not made any distributions to any partner except for the incentive distribution to the General Partner. As an open-ended Opportunity Zone Fund, the distribution of profits to the partners is typically deferred until a non-taxable event occurs.

The amount and timing of distributions of cash available from any Portfolio Asset will be made at the reasonable discretion of the General Partner. The General Partner may elect not to make a distribution and instead reinvest and use such amounts for other purposes permitted by the Partnership Agreement (including to withhold from distribution any amounts necessary to repay borrowings, pay Partnership Expenses (as defined below), establish reserves or to fulfill redemption requests with respect to Units). Distributions may be adjusted by the General Partner, in its sole discretion, to the extent necessary to reflect any amortization of Organizational Expenses. The amount of any cash available from Portfolio Assets that is reinvested in the Partnership on behalf of a Limited Partner will not reduce such Limited Partner’s Undrawn Capital Commitment.

Transfer of Units

A Limited Partner may not, directly or indirectly or synthetically (including by means of referencing Unit, a derivative or other similar contract), assign, sell, exchange, pledge or transfer (collectively, “Transfer”) all or any part of its Units without the consent of the General Partner (which consent may be given or withheld in its sole discretion); provided, that all Transfers will be subject to satisfaction of certain tax, regulatory or other restrictions set forth in the Partnership Agreement; provided, further, that no such assignee will be admitted as a substituted

81

Limited Partner without the consent of the General Partner (which consent may be given or withheld in its sole discretion). A Limited Partner that wishes to Transfer all or any portion of its Units must notify the General Partner in writing of its desire to Transfer prior to any solicitation to Transfer its Units.

Subject to the requirements of applicable law, the General Partner may Transfer its interest as general partner, and the Manager may Transfer its interest as manager, in each case to its affiliates, to its employees or its affiliates, to immediate family relatives of Key Persons or employees or to third parties as described in the Partnership Agreement and/or the Management Agreement. After the fourth (4th) anniversary of the Initial Closing, neither the General Partner nor any of its affiliates may Transfer any Units if the effect of such Transfer would be to reduce the aggregate NAV of the Units held with respect to the General Partner, its affiliates and the Principals and/or entities controlled by some or all of the Principals to less than (i) 0.5% of the sum of the NAV of the Partnership and the aggregate Undrawn Capital Commitments or (ii) $10 million.

Redemptions

Quarterly Redemptions

Commencing upon the expiration of the Lock-Up Period (discussed below) with respect to each Capital Commitment of a Limited Partner, such Limited Partner will have the right to request a redemption of all or a portion of its Units attributable to such Capital Commitment as of each calendar quarter-end beginning with the first calendar quarter-end following the applicable Lock-Up Period, or at such other times, and on such other terms and conditions, as may be determined by the General Partner in its sole discretion (each, a “Redemption Date”) and each redemption request will be processed in accordance with the Partnership’s quarterly redemption process. Requests for redemptions must be delivered to the General Partner in writing no later than the last calendar day of the calendar quarter immediately preceding the Redemption Date on which such redemption is to take place, in each case, in accordance with the chart below.

Calendar Quarter-End Redemption Date	Deadline for Timely Redemption Notice
March 31	December 31 of the immediately preceding calendar year
June 30	March 31 of the same calendar year
September 30	June 30 of the same calendar year
December 31	September 30 of the same calendar year

If any deadline set forth in the chart above for submitting a redemption notice does not fall on a day on which banks located in Los Angeles, California are open, then the deadline for submitting the redemption notice will be the immediately next day that is not, (a) a Saturday or Sunday or (b) a day on which banks located in Los Angeles, California are closed.

Requests for redemptions for 100% of a Limited Partner’s Units may be made regardless of the value of such Units. Requests for a partial redemption of the Units attributable to a Limited Partner may only be made in increments of $500,000, except that such incremental requirement may be waived by the General Partner in its sole discretion.

Lock-Up Period

Subject to any agreement granting a Limited Partner alternative or supplemental rights with respect to its participation in the Partnership, the “Lock-Up Period” with respect to each Limited Partner and each Capital Commitment of such Limited Partner will be four (4) years from the date of the initial contribution made by such Limited Partner in respect of such Capital Commitment (the “Lock-Up Period”); provided, that, such Lock-Up Period may be suspended in the event two (2) or more of Shaul Kuba, Richard Ressler, Avraham Shemesh and any replacement of any such person (the “Key Persons”) approved by the Review Agent cease to be actively engaged in the management of the Partnership and/or its investments (the “Suspension Period”). The Suspension Period will continue until the day on which a replacement person for the applicable Key Person is approved by the Review Agent. The General Partner retains the right to permit redemptions at other times and upon such notice as determined in its sole discretion. For the avoidance of doubt, any redemption request during the Suspension Period

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will be effective as of first Redemption Date following the end of the Fiscal Quarter in which such redemption request is made. The General Partner and its affiliates will be permitted to make redemptions of the portion of its capital account that is attributable to any Incentive Allocation or Management Fees without notice to the Limited Partners at any time in its sole discretion.

Redemption Price

The redemption price of any Units to be redeemed will be equal to the NAV of the Partnership allocable to such Units as calculated as of the close of business on the relevant Redemption Date (the “Redemption Price”), which will be paid only to the extent that the Partnership has sufficient cash available to honor the redemption requests as of the applicable Redemption Date, as determined in the sole discretion of the General Partner, which available cash may be comprised of capital contributions from subsequent closing Limited Partners following the applicable Lock-Up Period, borrowings against stabilized Portfolio Assets, current income on Portfolio Assets, the disposition of stabilized Portfolio Assets, and/or through the completion of one or more initial public offerings or other offerings, whereby of all or a portion of the Partnership’s Units (or a successor vehicle or additional entity utilized to implement such an initial public offering) are sold and the General Partner may restructure the Partnership, amend the Partnership Agreement or other governing documents or take any other actions in order to implement such offering. The General Partner currently contemplates that Portfolio Assets will not be sold until the first investors in the Partnership are eligible for the election to exclude capital gains from gross income pursuant to the Ten-Year Benefit with respect to their entire interests in the Partnership (i.e., ten years after the last capital call with respect to such interests), though no guarantee can be given in this regard and in certain circumstances the Partnership may sell assets before some or all investors are able to avail themselves of such election. For the avoidance of doubt, neither the Partnership nor any Alternative Vehicle nor any of their respective subsidiaries will be obligated to sell any property or assets, borrow funds, cease acquiring assets, cease or reduce distributions of proceeds available for distributions, reduce reserves or jeopardize the status of any REITs held by it (including qualifying as a “domestically controlled” REIT within the meaning of Section 897(h)(2) of the Code) in order to satisfy any redemption request.

If sufficient cash is not available to meet all requested redemptions as of a given Redemption Date, as determined by the General Partner in its sole discretion, the Partnership will, to the extent of available cash as determined by the General Partner in its sole discretion, and subject to effecting any other redemptions the General Partner determines in its sole discretion should be made on such Redemption Date, distribute redemption proceeds in respect of the Redemption Price attributable to Units that have requested a redemption out of available cash on a pro rata basis (based on the number of outstanding Units held with respect to each redeeming Limited Partner). To the extent that redemption requests with respect to less than the requested amount of Units to be redeemed are met, the Limited Partner will be deemed to have made a redemption request at the next scheduled Redemption Date and the Units attributable to such Limited Partner will be fully redeemed, subject to the foregoing limitations on available cash, prior to redeeming Units attributable to any other Limited Partners that initially request to be redeemed at a subsequent Redemption Date, unless the Limited Partner indicates that such Limited Partner is no longer seeking a redemption at least sixty (60) calendar days prior to the next Redemption Date and the General Partner determines, in its sole discretion, to permit a revocation of such prior redemption requests. Any portion of the related Redemption Price that is not distributed on such Redemption Date due to limitations on available cash will remain invested in, and participate in the profits and losses of, the Partnership and be distributed (as adjusted for profits and losses of the Partnership, and less Partnership Expenses (including Management Fees)) in accordance with the procedures set forth in the paragraph below as of the next Redemption Date(s) (to the extent that the original redemption request was not revoked) as of which the General Partner, in its sole discretion, determines that cash is available for distribution.

For all or any portion of the Redemption Price paid, the General Partner will reduce the Redemption Price by an amount equal to any Incentive Allocation calculated and allocated to the General Partner through such Redemption Date. The Partnership will distribute ninety percent (90%) of the Redemption Price, net of any Management Fees, Partnership Expenses, withholding taxes, holdbacks and reserves for any accrued expenses (including Management Fees), pending or anticipated liabilities, acquisitions, claims and contingences of, or relating to, the Partnership, in the General Partner’s sole discretion, within thirty (30) calendar days after the applicable Redemption Date, without interest, with the balance to be distributed, without interest, within ten (10) business days following the completion

83

and release of the Partnership’s annual audited financial statements for the fiscal year in which the Redemption Date occurred, subject to any audit adjustments. To the extent that a valuation adjustment with respect to any Redemption Price is identified pursuant to an annual audit of the Partnership’s books, the General Partner will identify the calendar quarter in which such value adjustment occurred and will adjust the Redemption Price of the affected Limited Partners who withdrew and received distributions in respect of such redemption in such fiscal year.

Suspensions

The General Partner may suspend the redemption privilege, and the valuation of the Partnership’s NAV if it determines, in its sole discretion, that such suspension is warranted for reasons, including when one or more redemptions would result in: (i) a violation of any agreement, law, regulation or policy applicable to the Partnership, the General Partner, the Manager or any of their respective affiliates; (ii) any adverse tax implications on the Partnership or any subsidiary thereof; (iii) the assets of the Partnership being deemed to constitute “plan assets” of any plan, account or arrangement for purposes of ERISA (as defined below); (iv) a breach or default under any covenant in any agreement entered into by the Partnership for borrowing; (v) the status of any REIT Subsidiary being jeopardized as qualifying as a REIT or a “domestically controlled” REIT within the meaning of Section 897(h)(2) of the Code; or (vi) upon the dissolution of the Partnership pursuant to the Partnership Agreement.

Other Redemptions

A Limited Partner may be required to redeem completely or partially from the Partnership if (i) in the good faith judgment of the General Partner based upon advice of counsel to the Partnership, (a) the assets of the Partnership would be reasonably likely to be characterized as assets of an employee benefit plan for purposes of ERISA, Section 4975 of the Code or any applicable similar law, whether or not such Limited Partner is subject to ERISA, the Code or any similar law, without such redemption or (b) the Partnership or any Partner is reasonably likely to be subject to any requirement to register under the 1940 Act without such redemption, (ii) in the good faith judgment of the General Partner, (a) a significant delay, extraordinary expense or material adverse effect on the Partnership or any of its affiliates, any Person in which the Partnership holds Portfolio Assets, any Partner or any prospective acquisition is reasonably likely to result without such redemption, (b) a material violation of any law, rule, regulation or policy is otherwise likely to result or (c) the contractual rights of such Limited Partner would be materially and adversely affected by an amendment to the Partnership Agreement or (iii) following the OZ Period, the General Partner determines, in its sole discretion, to cause the Partnership (directly or through an Alternative Vehicle) to pursue investment opportunities in real estate, real estate portfolios, infrastructure assets, mortgages and similar businesses or assets that do not qualify as assets eligible to be owned by a QOF. Any such redemptions, including payment of the associated Redemption Price, will be effected as described above, except that such redemptions may be effected on any date other than calendar quarter-end and prior to any voluntary redemptions on any Redemption Date to the extent there is insufficient available cash to redeem both the Limited Partners requesting a voluntary redemption and the Limited Partner subject to such other redemption on such Redemption Date.

Liquidity Event

The General Partner may, in its sole discretion, determine to list or otherwise publicly offer all or a portion of the Units in the Partnership and/or the interests in any Feeder Fund or direct or indirect interests in another entity that has (or will have) an economic stake in all or a portion of the Portfolio Assets of the Fund (a “Liquidity Event”). Any Liquidity Event may be made on a number of exchanges (or no exchange) or other markets in the United States or any other jurisdiction. In order to facilitate a Liquidity Event, the General Partner shall have the ability, in its sole discretion, without Limited Partner consent and pursuant to the power of attorney granted to the General Partner pursuant to the Partnership Agreement and each Limited Partner’s subscription agreement to do the following: (i) restructure and/or reorganize the Partnership, any Feeder Fund and/or any other Fund entity into one or more legal entities in the same or different jurisdiction; (ii) transfer the assets of the Partnership, in whole or in part, to any other entity or entities for purposes of the Liquidity Event; (iii) create additional entities so that the listed security is issued by an entity other than the Partnership or any other Fund entity; (iv) (a) consent and agree, on behalf of the Partnership and all Limited Partners, to the restructuring or reorganization of any of the Managers in a different jurisdiction or jurisdictions and through one or more separate entities and/or (b) cause the Partnership (or any successor or additional entity) to enter into management arrangements with any Manager or any of their respective

84

affiliates; (v) seek regulatory approval in any applicable jurisdictions in order to facilitate such Liquidity Event; (vi) modify, amend or waive the terms of the Partnership Agreement and its successor agreements in order to comply with any applicable regulatory listing or other requirements; (vii) modify, amend or waive the Partnership Agreement, the Management Agreement, the Memorandum and any other related documents to effectuate any of the foregoing and the Liquidity Event; (viii) convert the Partnership into a corporation or entity treated as a corporation for applicable tax purposes; and (ix) take any other action which the General Partner, in its sole discretion, determines to be reasonable or appropriate in order to implement a Liquidity Event, including any and all registrations with respect to the Fund and the Units. Due to certain legal, tax, regulatory and/or other consideration, certain Partners may be unable to participate in a Liquidity Event.

In connection with a Liquidity Event, the Management Fees and Incentive Allocation may be replaced by a compensation structure determined by the General Partner, in its sole discretion.

Defaults

The Partnership Agreement contains customary default provisions with respect to Partners that do not contribute capital when due (each such Partner, a “Defaulting Limited Partner”), including (i) forfeiture of voting rights, (ii) forfeiture of up to seventy-five percent (75%) of such Defaulting Limited Partner’s Units, and/or (iii) cancellation of such Defaulting Limited Partner’s Undrawn Capital Commitments.

Exculpation and Indemnification

The General Partner, the Manager, their affiliates, and each of their respective members, officers, directors, managers, employees, stockholders, shareholders, partners, agents (to the extent such agents are approved in the General Partner’s sole discretion) and consultants and any other person who serves at the request of the General Partner on behalf of the Partnership as an officer, director, manager, partner, member or employee of the Partnership or any other entity (in each case, an “Indemnitee”) will not be liable to the Partnership or any Limited Partner for (i) any act performed or omission made by such Indemnitee in connection with the conduct of the affairs of the Partnership or otherwise in connection with the Agreements or the matters contemplated therein in the absence of such Indemnitee’s own fraud or willful misconduct or gross negligence or (ii) any mistake, negligence, dishonesty or bad faith of any third-party advisor, agent or broker of the Partnership. The Partnership will indemnify each Indemnitee for any and all claims, liabilities, damages, losses, costs and expenses incurred by such Indemnitee and arising out of or in connection with the affairs of the Partnership, except that this indemnity will not apply to losses arising from such Indemnitee’s own fraud, willful misconduct or gross negligence. The Agreements also contain provisions setting forth the priorities of indemnification. The Partnership may agree to indemnify and exculpate certain placement agents, finders and advisors engaged in connection with the offering hereunder to the maximum extent permitted by law.

Limited Partners (including former Limited Partners) will be obligated to return amounts distributed to them to fund indemnity obligations, subject to the following limitations: (i) no Limited Partner will be required to return any distribution after the third (3rd) anniversary of the date of such distribution; provided, that, if at the end of such period, there is any legal action, suit or proceeding by or before any court, arbitrator, governmental body or other agency (each, a “Proceeding”) then pending or any other liability (whether contingent or otherwise) or claim then outstanding, the General Partner will so notify the Limited Partners at such time (which notice will include a brief description of each such Proceeding (and of the liabilities asserted in such Proceeding) or of such liabilities and claims) and the obligation of the Limited Partners to return any distribution for the purpose of meeting the Partnership’s indemnity obligations under the Partnership Agreement (including an advance of expenses) will survive with respect to each such Proceeding, liability and claim set forth in such notice (or any related Proceeding, liability or claim based upon the same or a similar claim) until the date that such Proceeding, liability or claim is ultimately resolved and satisfied; and (ii) the aggregate amount of distributions which a Limited Partner may be required to return to fund the Partnership’s indemnity obligations will not exceed an amount equal to 50% of the total amount of redemption proceeds and other distributions made to such Limited Partner. The General Partner may cause the Partnership to purchase, at the Partnership’s expense, insurance to insure the General Partner or any other Indemnitee against liability for any breach or alleged breach of their responsibilities under the Agreements or otherwise in connection with the Partnership or the General Partner. The liability of certain governmental plans for

85

indemnification obligations may be limited as more fully described in the Agreements, although the liability of no other Limited Partner will be increased as a result thereof, and as such the liability of each such other Limited Partner will be calculated as if such governmental plan had not been excused from making payments in respect of its indemnification obligations.

ITEM 12.               INDEMNIFICATION OF DIRECTORS AND OFFICERS

As further explained in the Partnership Agreement and to the fullest extent permitted by law, the Fund will indemnify and hold harmless any of the General Partner, the Manager, any of their respective affiliates and each of their respective members, officers, directors, managers, employees, stockholders, shareholders, partners, agents (to the extent such agents are approved in the General Partner’s sole discretion) and consultants and any other person who serves at the request of the General Partner on behalf of the Partnership as an officer, director, manager, partner, member or employee of the Partnership or any other entity (each, a “Indemnified Party”) for (i) any act performed or omission made by such Indemnified Party in connection with the conduct of the affairs of the Partnership or otherwise in connection with the agreements or the matters contemplated therein in the absence of such Indemnified Party’s own fraud or willful misconduct or gross negligence or (ii) any mistake, negligence, dishonesty or bad faith of any third-party advisor, agent or broker of the Partnership. The Partnership will indemnify each Indemnified Party for any and all claims, liabilities, damages, losses, costs and expenses incurred by such Indemnified Party and arising out of or in connection with the affairs of the Partnership, except that this indemnity will not apply to losses arising from such Indemnified Party’s own fraud, willful misconduct or gross negligence. The Agreements also contain certain provisions setting forth the priorities of indemnification.

Limited Partners (including former Limited Partners) will be obligated to return amounts distributed to them to fund indemnity obligations, subject to the following limitations: (i) no Limited Partner will be required to return any distribution after the third (3rd) anniversary of the date of such distribution; provided, that, if at the end of such period, there is any legal action, suit or proceeding by or before any court, arbitrator, governmental body or other agency (each, a “Proceeding”) then pending or any other liability (whether contingent or otherwise) or claim then outstanding, the General Partner will so notify the Limited Partners at such time (which notice will include a brief description of each such Proceeding (and of the liabilities asserted in such Proceeding) or of such liabilities and claims) and the obligation of the Limited Partners to return any distribution for the purpose of meeting the Partnership’s indemnity obligations under the Partnership Agreement (including an advance of expenses) will survive with respect to each such Proceeding, liability and claim set forth in such notice (or any related Proceeding, liability or claim based upon the same or a similar claim) until the date that such Proceeding, liability or claim is ultimately resolved and satisfied; and (ii) the aggregate amount of distributions which a Limited Partner may be required to return to fund the Partnership’s indemnity obligations will not exceed an amount equal to 50% of the total amount of redemption proceeds and other distributions made to such Limited Partner. The General Partner may cause the Partnership to purchase, at the Partnership’s expense, insurance to insure the General Partner or any other Indemnitee against liability for any breach or alleged breach of their responsibilities under the Agreements or otherwise in connection with the Partnership or the General Partner. The liability of certain governmental plans for indemnification obligations may be limited as more fully described in the Agreements, although the liability of no other Limited Partner will be increased as a result thereof, and as such the liability of each such other Limited Partner will be calculated as if such governmental plan had not been excused from making payments in respect of its indemnification obligations.

ITEM 13.               FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements, together with the related notes and the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, are set forth in Item 15 of this Form 10.

ITEM 14.               CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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ITEM 15.               FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements.

Set forth below is an index to our financial statements attached to this Registration Statement:

FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

(AUDITED)

	Page
Report of Independent Registered Public Accounting Firm	F-1
Statements of Net Assets as of December 31, 2022 and 2021	F-2
Statements of Operations for the Years Ended December 31, 2022 and 2021	F-3
Statements of Changes in Net Assets for the Years Ended December 31, 2022 and 2021	F-4
Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-5
Schedule of Investments as of December 31, 2022 and 2021	F-6
Notes to the Financial Statements	F-8

FINANCIAL STATEMENTS (INTERIM)

AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(UNAUDITED)

	Page
Statements of Net Assets as of March 31, 2023 and December 31, 2022	F-20
Statements of Operations for the three months ended March 31, 2023 and 2022	F-21
Statements of Changes in Net Assets for the three months ended March 31, 2023 and 2022	F-22
Statements of Cash Flows for the three months ended March 31, 2023 and 2022	F-23
Schedule of Investments as of March 31, 2023 and December 31, 2022	F-24
Notes to the Financial Statements	F-26

(b) Exhibits.

Exhibit Number	Exhibit Description
3.1*	Certificate of Limited Partnership of CIM Opportunity Zone Fund, L.P.
3.2*	Fourth Amended and Restated Agreement of Limited Partnership of CIM Opportunity Zone Fund, L.P., dated November 30, 2021
4.1*	Form of Subscription agreement
10.1*	Management Agreement, by and among CIM Opportunity Zone Fund, L.P., CIM Opportunity Zone Fund GP, LLC, CIM Group, L.P., CIM RE Debt Management, LLC and CIM Controlled Company Management, LLC, dated as of January 21, 2019
21.1*	Subsidiaries of CIM Opportunity Zone Fund, L.P.

_______________

*Previously Filed.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	CIM Opportunity Zone Fund, L.P.
By:	/s/ David Thompson
Name:	David Thompson
Title:	Chief Financial Officer

Date: July 28, 2023

Index to Financial Statements

FINANCIAL STATEMENTS

AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

(AUDITED)

	Page
Report of Independent Registered Public Accounting Firm	F-1
Statements of Net Assets as of December 31, 2022 and 2021	F-2
Statements of Operations for the Years Ended December 31, 2022 and 2021	F-3
Statements of Changes in Net Assets for the Years Ended December 31, 2022 and 2021	F-4
Statements of Cash Flows for the Years Ended December 31, 2022 and 2021	F-5
Schedule of Investments as of December 31, 2022 and 2021	F-6
Notes to the Financial Statements	F-8

FINANCIAL STATEMENTS (INTERIM)

AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(UNAUDITED)

	Page
Statements of Net Assets as of March 31, 2023 and December 31, 2022	F-20
Statements of Operations for the three months ended March 31, 2023 and 2022	F-21
Statements of Changes in Net Assets for the three months ended March 31, 2023 and 2022	F-22
Statements of Cash Flows for the three months ended March 31, 2023 and 2022	F-23
Schedule of Investments as of March 31, 2023 and December 31, 2022	F-24
Notes to the Financial Statements	F-26

SCHEDULE I

	Page
Report of Independent Auditors	F-40
Balance Sheet	F-42
Notes to Balance Sheet	F-43

Report of Independent Registered Public Accounting Firm

To the Partners of CIM Opportunity Zone Fund, L.P.

Opinion on the Financial Statements

We have audited the accompanying statements of net assets, including the schedule of investments, of CIM Opportunity Zone Fund, L.P. (the “Fund”) as of December 31, 2022 and 2021, and the related statements of operations, of changes in net assets and of cash flows for the years then ended, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

April 28, 2023

We have served as the Fund’s auditor since 2019.

F-1

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF NET ASSETS

	December 31, 2022		December 31, 2021
ASSETS
Investments - at fair value (cost of $1,350,892,268 and $258,540,556, respectively)	$	1,504,146,249	$	332,319,963
Cash and cash equivalents	139,957,400		743,595,059
Property acquisition deposits	46,727,323		—
Prepaid expenses and other assets	31,847		351,439
Total Assets	1,690,862,819		1,076,266,461
LIABILITIES
Accounts payable and accrued expenses	612,557		3,501,176
Due to related party	294,433		748,189
Payable for investments purchased (NOTE 7)	—		23,029,071
Advance capital contributions	—		3,587,500
Incentive fees payable to affiliate	5,516,312		—
Management fees payable to affiliate	262,829		414,980
Total Liabilities	6,686,131		31,280,916
COMMITMENTS AND CONTINGENCIES (NOTE 7)
NET ASSETS	$	1,684,176,688	$	1,044,985,545

The accompanying notes are an integral part of these financial statements.

F-2

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2022		2021
INVESTMENT INCOME
Interest and other income	$	2,727,793	$	304,373
EXPENSES
Organization costs	357,658		377,598
Management fees to affiliate	24,305,620		6,908,821
Incentive fees to affiliate	5,516,312		—
Administrative expenses	2,685,380		2,130,387
Total Expenses	32,864,970		9,416,806
NET INVESTMENT LOSS	(30,137,177)		(9,112,433)
NET REALIZED AND UNREALIZED (LOSS) GAIN
Net realized loss on investments	—		(56,878)
Net change in unrealized gain on investments	79,474,574		64,950,245
Net realized and unrealized (loss) gain	79,474,574		64,893,367
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	49,337,397	$	55,780,934

The accompanying notes are an integral part of these financial statements.

F-3

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF CHANGES IN NET ASSETS

	Limited Partners		Affiliated Limited Partners		General Partner		Total
NET ASSETS - January 1, 2021	$	293,301,881	$	9,065,542	$	394,077	$	302,761,500
Net investment loss before fixed return	(9,026,253)		(83,281)		(2,899)		(9,112,433)
Fixed return decrease	(990,160)		(38,507)		(1,579)		(1,030,246)
Fixed return increase	999,767		30,479		—		1,030,246
Net realized loss on investments	(55,223)		(1,568)		(87)		(56,878)
Net change in unrealized gain on investments	62,476,262		2,383,946		90,037		64,950,245
Capital contributions	677,278,763		9,164,348		—		686,443,111
Realized incentive allocation	(10,395,551)		10,395,551		—		—
NET ASSETS - December 31, 2021	$	1,013,589,486	$	30,916,510	$	479,549	$	1,044,985,545
Net investment loss before fixed return	(30,124,134)		(12,788)		(255)		(30,137,177)
Fixed return decrease	(2,709,527)		(53,319)		(1,331)		(2,764,177)
Fixed return increase	2,764,177		—		—		2,764,177
Net change in unrealized gain on investments	77,816,756		1,617,076		40,742		79,474,574
Capital contributions	600,433,747		—		—		600,433,747
Distributions	—		(10,580,001)		—		(10,580,001)
Realized incentive allocation	(4,948,828)		4,948,828		—		—
NET ASSETS - December 31, 2022	$	1,656,821,677	$	26,836,306	$	518,705	$	1,684,176,688

The accompanying notes are an integral part of these financial statements.

F-4

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets resulting from operations	$	49,337,397	$	55,780,934
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities
Purchase of/additions to investments	(1,092,351,712)		(156,621,923)
Payable for investments purchased	(23,029,071)		—
Net realized loss on investments	—		56,878
Net change in unrealized gain on investments	(79,474,574)		(64,950,245)
Changes in operating assets and liabilities:
Property acquisition deposits	(46,727,323)		—
Prepaid expenses and other assets	319,592		4,189,692
Accounts payable and accrued expenses	(2,888,619)		2,859,742
Due to related party	(453,756)		748,189
Incentive fees payable to affiliate	5,516,312		—
Management fees payable to affiliate	(152,151)		408,055
Net Cash Used In Operating Activities	(1,189,903,905)		(157,528,678)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received	596,846,247		690,280,611
Distributions paid	(10,580,001)		(78,947)
Net Cash Provided by Financing Activities	586,266,246		690,201,664
NET CHANGE IN CASH AND CASH EQUIVALENTS	(603,637,659)		532,672,986
CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD	743,595,059		210,922,073
CASH AND CASH EQUIVALENTS - END OF THE PERIOD	$	139,957,400	$	743,595,059

The accompanying notes are an integral part of these financial statements.

F-5

CIM OPPORTUNITY ZONE FUND, L.P.

SCHEDULE OF INVESTMENTS

As of December 31, 2022

Investment Description	Ownership (1)			Cost		Fair Value		% of Net Assets
Land and Improvements
Office — Los Angeles, CA	99.3	%		$	64,046,256	$	70,392,787	4.2	%
Office — Los Angeles, CA	99.0	%		40,869,200		43,948,708		2.6	%
Office — Los Angeles, CA	99.0	%		6,875,800		5,534,378		0.3	%
Hotel — Atlanta, GA	99.0	%		110,000,000		110,694,785		6.6	%
Multifamily — Atlanta, GA	99.0	%		110,000,000		110,601,955		6.6	%
Total land and improvements				331,791,256		341,172,613		20.3	%
Office
Office — Dallas, TX	61.9	%		76,689,912		126,828,044		7.5	%
Mixed-use
Multifamily — Washington D.C.	91.0	%		58,032,530		69,544,592		4.1	%
Office — Los Angeles, CA	99.0	%		11,987,310		11,731,112		0.7	%
Multifamily — Los Angeles, CA	99.0	%		12,917,072		12,637,919		0.7	%
Multifamily — Los Angeles, CA	99.0	%		11,534,262		12,883,971		0.8	%
Multifamily — Los Angeles, CA	99.0	%		57,061,750		55,718,790		3.3	%
Total Mixed-use				151,532,924		162,516,384		9.6	%
Renewable Energy
Solar — Lemoore, CA (2)	Various			67,567,162		151,066,086		9.0	%
Solar — Lemoore, CA	99.0	%	(3)	356,332,023		356,332,023		21.2	%
Solar — Lemoore, CA	87.5	%		366,978,991		366,231,099		21.7	%
Total Renewable Energy				790,878,176		873,629,208		51.9	%
Total Investments				$	1,350,892,268	$	1,504,146,249	89.3	%

___________________

(1)The Fund invests indirectly in properties through its investments in membership interests of the property-owning entity.

(2)Investment is comprised of Aquamarine Westside, LLC (Aquamarine) and Westlands Transmission, LLC (Transmission). The Fund's ownership percentages in Aquamarine and Transmission are 25.3% and 15.1%, respectively. As of December 31, 2022, the Fund's cost and fair value of its investment in Aquamarine is $56,385,172 and $137,958,777, respectively. As of December 31, 2022, the Fund's cost and fair value of its investment in Transmission is $11,181,990 and $13,107,309, respectively.

(3)Investment has a loan agreement with an affiliated vehicle managed by CIM (the “Lender”) in the principal amount of up to $75.0 million. As of December 31, 2022, the loan amount outstanding was $52.3 million. Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment.

F-6

CIM OPPORTUNITY ZONE FUND, L.P.

SCHEDULE OF INVESTMENTS

As of December 31, 2021

Investment Description	Ownership (1)		Cost		Fair Value		% of Net Assets
Land and Improvements
Office — Los Angeles, CA	99.3	%	$	42,111,144	$	46,013,038	4.4	%
Office — Los Angeles, CA	99.0	%	13,434,300		13,427,672		1.3	%
Office — Los Angeles, CA	99.0	%	1,193,588		1,192,013		0.1	%
Total land and improvements			56,739,032		60,632,723		5.8	%
Office
Office — Dallas, TX	61.9	%	76,546,735		92,559,749		8.9	%
Mixed-use
Multifamily — Washington D.C.	91.0	%	56,474,610		63,358,480		6.1	%
Renewable Energy
Solar — Lemoore, CA (2)	Various		68,780,179		115,769,011		11.1	%
Total Investments			$	258,540,556	$	332,319,963	31.8	%

__________________

(1)The Fund invests indirectly in properties through its investments in membership interests of the property-owning entity.

(2)Westlands is comprised of Aquamarine Westside, LLC (Aquamarine) and Westlands Transmission, LLC (Transmission). The Fund's ownership percentages in Aquamarine and Transmission are 25.1% and 15.1%, respectively. As of December 31, 2021, the Fund's cost and fair value of its investment in Aquamarine is $56,374,372 and $101,445,486, respectively. As of December 31, 2021, the Fund's cost and fair value of its investment in Transmission is $12,405,807 and $14,323,525, respectively.

The accompanying notes are an integral part of these financial statements.

F-7

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

1. ORGANIZATION

CIM Opportunity Zone Fund, L.P., (the “Fund”), a Delaware limited partnership, was formed on November 1, 2018 and commenced operations on January 21, 2019 (the “Initial Closing”). The Fund is governed by the Fourth Amended and Restated Limited Partnership Agreement, dated as of November 30, 2021 (as amended and restated, the “Partnership Agreement”). The Fund is organized as an open-ended vehicle for the purpose of acquiring, owning, developing or re-developing and operating infrastructure and real estate assets, including assets in low-income communities in the United States that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”) and which meet the criteria described in the Partnership Agreement. At least 90% of the Fund’s assets will consist of “qualified opportunity zone property”, which enables the Fund to be classified as a “qualified opportunity fund” within the meaning of Section 1400Z-2 of the Code (a “QOF”). The Fund qualified, and intends to continue to qualify, as a QOF beginning with its taxable year ended December 31, 2020.

The general partner of the Fund is CIM Opportunity Zone Fund GP, LLC, a Delaware limited liability company (the “General Partner”), and an affiliate of CIM Group, LLC (together with its controlled affiliates, “CIM”). One or more affiliates of CIM acts as the manager of the Fund (the “Manager”). The fund also has limited partners (the “Limited “Partners” and, together with the General Partner, the “Partners”).

The Fund shall continue until it is dissolved and subsequently terminated upon (a) a determination made by the General Partner at any time in its discretion, (b) the bankruptcy, termination, dissolution or withdrawal of the General Partner, (c) the consent of a majority of the Limited Partners by number and the consent of 75% of Limited Partners by units to dissolve the Fund or (d) the entry of a decree of dissolution with respect to the Fund.

Subject to legal, tax, regulatory and other similar considerations, all calls for capital from the Limited Partners shall be made pursuant to a notice, and unless otherwise determined in the General Partner’s discretion, capital contributions will be drawn first from all commitments made during the same closing date pro rata, and 100% of such commitments will be funded prior to calling capital from partners admitted during subsequent closings.

As of December 31, 2022, total capital commitments and capital contributions from the partners are summarized as follows:

Capital Commitments		Capital Contributions		Unfunded Commitments
$	1,590,472,383	$	1,590,472,383	$	—

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a fair-value basis.

The Fund follows the accounting and financial reporting guidance in Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”).

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The real estate and capital markets are cyclical in nature. Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates and interest and inflation rates. As a result, determining real estate and investment values involves many assumptions. Amounts ultimately realized from each investment may vary significantly from the fair values presented.

F-8

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Investments — Investments are carried at fair value. Costs to acquire investments are capitalized as a component of investment cost. The Fund holds its investments through ownership of membership interests in underlying limited liability companies, and the Fund records the fair value of its ownership in such entities based on the fair value of the underlying investment, any related debt, and other factors such as ownership percentages and distribution provisions. In certain investment arrangements, the Fund’s equity percentage interest in the investment may be reduced by third-party promote interests for returns realized in excess of specific hurdle rates of return. Such promote interests have been considered in the related investment valuation.

Investment Valuation — The Fund’s valuations are prepared by third-party valuation firms in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”) and are audited on an annual basis to ensure that the investments are presented fairly in accordance with GAAP. The fair values of investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on assumptions made and valuation techniques. Such valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

The Fund’s valuation committee oversees and administers the appraisal process for the Fund’s investments in accordance with the Fund’s valuation policy. The fair value of such investments does not reflect transaction sale costs, which may be incurred upon disposition of the investments. Generally, the Fund will engage a third-party valuation firm for all investments on a quarterly basis. In the initial quarter of an acquisition, an investment is generally valued based upon the actual economics of the transaction.

Income and Expense Recognition — Distributions of profits and earnings of investments are recognized as income when received. Expenses are recognized as incurred.

Cash and Cash Equivalents— Cash represents cash deposits held at high-quality financial institutions. Cash equivalents include short-term, highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have maturities of three months or less when purchased. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes.

Property Acquisition Deposits - Property acquisition deposits reflect advances made to limited liability companies for their acquisition of properties. Upon successful execution of the purchase by the limited liability company, amounts advanced will be reclassified to investments.

Concentration of Credit Risk — Cash held at major financial institutions is subject to credit risk to the extent those balances exceed the applicable Federal Deposit Insurance Corporation limitations, of up to $250,000 per financial institution.

Risk Management — In the normal course of business, the Fund encounters economic risk such as market risk and concentration of investment risk. Market risk reflects changes in the valuation of investments held by the Fund. Concentration of investment risk represents the risk associated with investments that are concentrated in certain geographic regions and industries.

Income Taxes — The Fund intends to operate in a manner that will allow it to qualify as a partnership for U.S. federal income tax purposes. Generally, an entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. Accordingly, the Fund does not record a

F-9

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

provision for U.S. federal, state, or local income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. If the Fund fails to qualify as a partnership for U.S. federal income tax purposes in any taxable year, and if the Fund is not entitled to relief under the Code for an inadvertent termination of its partnership status, the Fund will be subject to federal and state income tax on its taxable income at regular corporate income tax rates.

The Fund currently qualifies as a QOF commencing with its taxable year ended December 31, 2020 under Section 1400Z-2 of the Code. If, in future periods, the Fund does not satisfy the requirements to be a QOF, it may be subject to penalty taxes as provided under the Code (unless it is eligible for a reasonable-cause exception).

ASC 740, Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current period.

Recent Accounting Pronouncements — The Fund does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Fund’s financial statements.

3. FAIR VALUE MEASUREMENTS

In determining fair value, the Fund uses various valuation approaches. The definition of estimated fair value is applied on a consistent basis with that required by ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 establishes fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

The FASB issued guidance that establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value in a market-based measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally developed valuation models.

In instances where the determination of a fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

Investments are generally valued using Level 3 inputs. The valuations of the Fund’s investments measured at fair value by the fair value hierarchy levels as of December 31, 2022 and 2021, are as follows:

Description	Total Fair Value as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments	$	1,504,146,249	$	—	$	—	$	1,504,146,249

F-10

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Description	Total Fair Value as of December 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments	$	332,319,963	$	—	$	—	$	332,319,963

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s real estate investments that are categorized within Level 3 of the fair value hierarchy as of December 31, 2022:

Investment	Fair Value		Valuation Techniques	Unobservable Input	Range/Amount (Weighted Average)
Real Estate
Land and improvements	$	341,172,613	Sales comparison	Value per square foot	$65-$576
					($531)
Office	126,828,044		Discounted cash flow	Discount rate	6.8		%
				Terminal capitalization rate	5.8		%
				Revenue growth rate	3.0		%
Mixed-use	69,544,592		Discounted cash flow	Discount rate	6.3		%
				Terminal capitalization rate	4.8		%
				Revenue growth rate	3.0		%
	92,971,792		Sales comparison	Value per square foot	$421-$854
					($733)
Renewable Energy	517,297,185		Sales comparison	Value per acre	$	35,001
			Blended approach	Discounted cash flow weighting	60		%
				Cost approach weighting	40		%
			Discounted cash flow	Discount rate	6.0%-12.4%
					(6.4%)
				Investment tax credit rate	30.0		%
				Investment tax credit eligibility	94.9		%
				Economic useful life	35 years
	356,332,023		Recent Transaction	N/A	N/A
Total	$	1,504,146,249

F-11

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s real estate investments that are categorized within Level 3 of the fair value hierarchy as of December 31, 2021:

Investment	Fair Value		Valuation Techniques	Unobservable Input	Range/Amount (Weighted Average)
Real Estate
Land and improvements	$	60,632,723	Sales comparison	Value per square foot	$245-$335
					($315)
			Recent transaction	N/A	N/A
Office	92,559,749		Discounted cash flow	Discount rate	6.8	%
				Terminal capitalization rate	5.5	%
				Revenue growth rate	2.8	%
Mixed-use	63,358,480		Discounted cash flow	Discount rate	6.5	%
				Terminal capitalization rate	4.5	%
				Revenue growth rate	3.0	%
Renewable Energy	115,769,011		Sales comparison	Value per acre	$35,001
			Various	Discounted cash flow weighting	60	%
				Cost approach weighting	40	%
			Discounted cash flow	Discount rate	6.9%-12.1%
					(7.4%)
				Investment tax credit rate	30.0	%
				Investment tax credit eligibility	94.9	%
				Economic useful life	35 years
Total	$	332,319,963

The following table presents the changes in assets classified in Level 3 of the fair value hierarchy for the year ended December 31, 2022 and 2021:

Description	Investments
Beginning balance, January 1, 2021	$	87,775,602
Purchase of/additions to investments	179,650,994
Net realized loss on investments	(56,878)
Net change in unrealized gain on investments	64,950,245
Transfer in and/or out of level 3	—
Balance, December 31, 2021	$	332,319,963
Purchase of/additions to investments	1,092,351,712
Net realized gain on investments	—
Net change in unrealized gain on investments	79,474,574
Transfer in and/or out of level 3	—
Ending balance, December 31, 2022	$	1,504,146,249

Under the sales comparison technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is value per square foot. Increases or decreases in the value per square foot may result in a lower or higher fair value measurement, respectively.

F-12

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Under the discounted cash flow technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is the discount rate, terminal capitalization rate, and revenue growth rate, as applicable. Increases or decreases in the rates in isolation may result in a higher or lower fair value measurement, respectively.

4. CONTRIBUTIONS, DISTRIBUTIONS AND REDEMPTIONS

Admission, and timing thereof, of new partners into the Fund is at the general discretion of the General Partner. Each Limited Partner may be required on or soon after such Limited Partner’s admission to the Fund, to make a capital contribution to the Fund with respect to its capital commitment in an amount specified in a notice delivered by the General Partner at least three business days prior to the due date of such capital contribution. Thereafter, each Limited Partner shall generally make capital contributions at the discretion of the General Partner in an amount specified in a notice delivered by the General Partner at least ten business days prior to such date and only up to the amount of such Limited Partner’s undrawn commitment.

In connection with each capital contribution, a Limited Partner shall be issued Units based on the Fund’s net asset value (“NAV”) as of such quarter-end. If a Limited Partner makes a capital contribution on a date other than on or around the last day of a quarter, such capital contribution shall generate a fixed return equivalent to an effective rate of 3.0% per annum from the date of such capital contribution until the next date on which the NAV is determined (generally the last calendar day of the quarter in which such capital contribution was made) and such partner will not participate in any other profit or loss, other than management fees, with respect to such capital contributions. The intra-quarter contributions for the year ended December 31, 2022 and 2021 generated fixed returns of $2,764,177 and $1,030,246, respectively, which are included in the statement of changes in net assets as fixed return increase and fixed return decrease.

The Fund will make distributions pro-rata to the Limited Partners at such time and in such amounts as determined by the General Partner in its discretion. Limited Partners may request a partial or total redemption of their units upon the expiration of the applicable lock-up period, which is four years from the date of the initial capital contribution made by such limited partner in respect of such capital commitment, by providing written notice to the General Partner no later than the last calendar day of the quarter immediately preceding such redemption date, subject to certain restrictions as specified in the Partnership Agreement. Redemptions are only made to the extent that the Fund has sufficient cash available to honor redemption requests, as determined in the discretion of the General Partner.

F-13

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

5. UNIT HOLDER TRANSACTIONS

For the year ended December 31, 2022, capital activity is summarized, in dollar amounts and units, as follows:

	Limited Partners		Affiliated Partners		General Partner		Total
Capital Activity (Amount)
Beginning balance - January 1, 2022	$	1,013,589,486	$	30,916,510	$	479,549	$	1,044,985,545
Net investment income (loss) before management fees and fixed return	(5,818,514)		(12,788)		(255)		(5,831,557)
Management fees	(24,305,620)		—		—		(24,305,620)
Fixed return decrease	(2,709,527)		(53,319)		(1,331)		(2,764,177)
Fixed return increase	2,764,177		—		—		2,764,177
Net change in unrealized gain on investments	77,816,756		1,617,076		40,742		79,474,574
Capital contributions	600,433,747		—		—		600,433,747
Distributions	—		(10,580,001)		—		(10,580,001)
Realized incentive allocation	(4,948,828)		4,948,828		—		—
NET ASSETS - December 31, 2022	$	1,656,821,677	$	26,836,306	$	518,705	$	1,684,176,688
Capital Activity (Units)
Beginning units - January 1, 2022	901,483.911		27,432.654		522.164		929,438.729
Units issued	511,553.800		—		—		511,553.800
Distributions	—		(9,265.365)		—		(9,265.365)
Unit re-allocation	(4,789.565)		4,779.033		10.532		—
Ending units - December 31, 2022	1,408,248.146		22,946.322		532.696		1,431,727.164
Per-unit operating performance ($/Unit)
Net asset value, beginning of period - January 1, 2022							$	1,124.319
Net investment income (loss) before management fees and fixed return							(3.917)
Management fees							(21.594)
Fixed return decrease							(2.536)
Fixed return increase							2.536
Net change in unrealized gain on investments							77.517
Net asset value, end of period - December 31, 2022							$	1,176.325

F-14

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

For the year ended December 31, 2021, capital activity is summarized, in dollar amounts and units, as follows:

	Limited Partners		Affiliated Partners		General Partner		Total
Capital Activity (Amount)
Beginning balance - January 1, 2021	$	295,831,567	$	9,071,119	$	503,411	$	305,406,097
Net investment income (loss) before management fees and fixed return	(4,647,118)		(88,858)		(112,233)		(4,848,209)
Management fees	(6,908,821)		—		—		(6,908,821)
Fixed return decrease	(990,160)		(38,507)		(1,579)		(1,030,246)
Fixed return increase	999,767		30,479		—		1,030,246
Net realized loss on investments	(55,223)		(1,568)		(87)		(56,878)
Net change in unrealized gain on investments	62,476,262		2,383,946		90,037		64,950,245
Capital contributions	677,278,763		9,164,348		—		686,443,111
Realized incentive allocation	(10,395,551)		10,395,551		—		—
NET ASSETS - December 31, 2021	$	1,013,589,486	$	30,916,510	$	479,549	$	1,044,985,545
Capital Activity (Units)
Beginning units - January 1, 2021	303,378.508		9,302.534		516.253		313,197.295
Units issued	607,504.961		8,736.473		—		616,241.434
Unit re-allocation	(9,399.558)		9,393.647		5.911		—
Ending units - December 31, 2021	901,483.911		27,432.654		522.164		929,438.729
Per-unit operating performance ($/Unit)
Net asset value, beginning of period - January 1, 2021							$	975.124
Net investment income (loss) before management fees and fixed return							(11.770)
Management fees							(18.081)
Fixed return decrease							(2.648)
Fixed return increase							2.648
Net realized loss on investments							(0.168)
Net change in unrealized gain on investments							179.214
Net asset value, end of period - December 31, 2021							$	1,124.319

6. MANAGEMENT FEES, INCENTIVE ALLOCATION AND OTHER RELATED-PARTY TRANSACTIONS

Management fees

The Manager provides investment management services to the Fund. For these services, the Fund pays the Manager management fees in advance on a quarterly basis (the “Management Fees”). The Management Fees are calculated based on each Limited Partner’s Management Fee percentage, which ranged from 1.25% to 2.0% as of December 31, 2022, multiplied by their proportionate share of NAV as of the beginning of the quarter.

Incentive allocation

Pursuant to the Partnership Agreement, the General Partner or an affiliate thereof or other designee of the General Partner, will be allocated net profits (the “Incentive Allocation”) from the Limited Partners at the end of an Incentive Allocation Period, subject to certain performance objectives. The General Partner receives an Incentive Allocation of 20% annually, this is the portion of profits or gains that the General Partner is entitled to above a certain threshold. The high watermark is a mechanism that ensures the General Partner only receives an Incentive

F-15

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

Allocation if the fund's value surpasses the highest previous value. This means that if the fund's value decreases below the high watermark, the General Partner will not receive any Incentive Allocation until the value exceeds the previous high point. The hurdle rate is a minimum rate of return that the fund needs to achieve before the General Partner becomes eligible for the Incentive Allocation, in this case, the hurdle rate is set at 6%. The General Partner is entitled to an 80% catch-up provision once the hurdle rate is met, which means that once the hurdle rate is surpassed, the General Partner will receive 80% of the profits or gains until they have caught up to their entitled share.

The General Partner has designated CIM Opportunity Zone Fund SLP, LLC (the “SLP”), an affiliated Limited Partner, to receive the Incentive Allocation. The General Partner may, in its discretion, waive, reduce or defer Incentive Allocation of all or a portion of the Incentive Allocation attributable to any Units of any Limited Partner. Since inception through December 31, 2022, the Fund has realized an incentive allocation of $15,423,326.

Servicing Fees

The General Partner or its affiliates may also provide to the Fund and/or its investments part or all of other services (“Other Services”) that would otherwise be provided by a third party, including servicing fees and reimbursement of allocable costs and expenses incurred in connection with or relating to the performance of any Other Services. Pursuant to such provided services, the General Partner or its affiliates may receive from the Partnership and/or its Portfolio Assets, (i) property management fees, (ii) development management fees, (iii) leasing brokerage fees, (iv) fees associated with arranging financings for Portfolio Assets, (v) multifamily residential sales fees, (vi) fees relating to servicing and administering the Portfolio Assets, including special servicing, (vii) fees in connection with or following a foreclosure on the Portfolio Asset and (viii) other related fees in connection with a Portfolio Asset (collectively, “Servicing Fees”). Such Servicing Fees will be either (x) at rates which do not exceed the limits set forth immediately below, (y) at rates that are no less favorable to the Partnership and/or such Portfolio Asset than the arm’s-length rates on which the Partnership and/or such Portfolio Asset could obtain comparable services from an unaffiliated service provider taking into account the nature of the relevant asset type and the special services required or (z) at rates that receive the consent of a Review Agent or the Limited Partners:

Fee Type	Limit
Property Management Fees	Not to exceed 5.0% of gross property revenues, plus Allocable Costs and Expenses
Development Management Fees	Not to exceed 4.0% of gross contract price for development, tenant improvements or other capital expenditures, as applicable, plus Allocable Costs and Expenses
Leasing Brokerage Fees	Not to exceed 4.0% of base rent during lease years one through five; 2.0% of base rent after lease year five, in each case, plus Allocable Costs and Expenses. In transactions where there is a participating broker(s), not to exceed 2.0% of base rent during lease years one through five; 1.0% of base rent after year five, in each case, plus Allocable Costs and Expenses
Multifamily Residential Sales Fees	Not to exceed 6.0% of the gross sales price of a residential unit, plus Allocable Costs and Expenses.

F-16

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

The Fund recorded fees and expense reimbursements as shown in the table below for services provided by related parties related to the services described above during the periods indicated:

	Statement of Operations Location	Year Ended December 31,
		2022		2021
Management fees	Management fees to affiliate	$	24,305,620	$	6,908,821
Incentive allocation	(1)	$	4,948,828	$	10,395,551
Administration and other reimbursable expenses	Administrative expenses	$	1,094,322	$	1,299,907
Expenses incurred by the Fund’s investments (2)	Net change in unrealized gain on investments	$	18,934,444	$	6,289,298

______________________

(1)During the year ended December 31, 2022, realized Incentive Allocation to SLP was $10,465,140. Pursuant to Section 5.07(a)(ii) of the Partnership Agreement and for the year ended December 31, 2022, the General Partner elected to have $5,516,312 of the total realized incentive paid as an incentive fee, which is reflected in the statement of operations, and the remaining $4,948,828 of realized incentive was allocated to the SLP.

(2)For the year ended December 31, 2022 and 2021, the Fund’s investments incurred expenses including Development Fees, Allocable Costs and Expenses and additional Other Servicing Fees.

Of the amounts shown above, the following amounts had been incurred, but not yet paid for services provided by related parties as of December 31, 2022 and 2021:

	Statement of Net Assets Location	Year Ended December 31,
		2022		2021
Administration and other reimbursable expenses	Due to related party	$	294,433	$	745,189
Management fees	Management fees payable to affiliate	$	262,829	$	414,980
Incentive fees	Incentive fees payable to affiliate	$	5,516,312	$	—

Affiliate Investments

To achieve the Fund’s stated investment program and meet timelines required under the Opportunity Zone legislation, a significant percentage of the investments in the Fund have been transferred into the Fund from CIM and its affiliates (“CIM-Controlled Pipeline Investments”), as described in the marketing materials. In these instances, such investments and co-investments are reported as transactions with affiliates. Of the total Fund, 82% are investments incubated at CIM and its affiliates. For the year ended December 31, 2022, investments incubated at CIM and its affiliates represented $380,152,870.

The Fund also enters into certain agreements with other CIM affiliated entities from time to time. In the year ended December 31, 2022, the Fund entered into (i) an agreement with another CIM affiliated entity regarding signage fees, other servicing fees and expenses in connection with the transfer of an investment and (ii) a loan agreement with another CIM affiliated entity pursuant to which the Fund borrowed funds in connection with a transfer.

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Fund enters into contracts and agreements. These contracts and agreements commit the Fund to various specific and contingent obligations. In addition, the Fund may be subject to legal claims in the ordinary course of business. We are not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business.

F-17

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

The Fund is subject to various environmental laws of federal, state, and local governments. Compliance with these laws has not had a material adverse effect on the financial statements, and management does not believe it will have such an impact in the future.

The Fund acts as a guarantor of certain debt obligations to its underlying investments. In certain scenarios, the Fund may have limited or full recourse exposure.

8. FINANCIAL HIGHLIGHTS

Financial highlights are presented for the limited partners as a class, taken as a whole, and as a result an individual investor’s returns may vary from these amounts based on management and incentive fee arrangements and the timing and amount of capital transactions, including the impact of the fixed return. Refer to Note 5 for the unit activity for the year ended December 31, 2022 and 2021.

Financial highlights for the years ended December 31, 2022 and 2021, are presented as follows:

	Year Ended December 31,
	2022		2021
Total Return(1)(2)
Gross of management & incentive fees:
Net investment income (loss)	—	%	(0.5)	%
Net realized and unrealized gain	6.6	%	17.7	%
Gross - total return	6.6	%	17.2	%
Net of management & incentive fees:
Net investment loss	(1.8)	%	(2.2)	%
Net realized and unrealized gain	5.7	%	14.7	%
Net - total return	3.9	%	12.5	%
Ratios to Average Net Assets(2)
Fund operating expense ratio(3)	0.2	%	0.5	%
Organization costs	—	%	0.1	%
Management fee ratio	1.8	%	1.7	%
Realized and net change in unrealized incentive allocation ratio	0.8	%	2.6	%
Total expense and incentive allocation ratio(3)	2.8	%	4.9	%
Net investment loss ratio(3)	(1.8)	%	(2.3)	%
Net realized and unrealized gain ratio	5.7	%	16.0	%
Net increase in net assets resulting from operations ratio	3.9	%	13.7	%

__________________

(1)Total return ratios are calculated by geometrically linking quarterly ratios. The sum of the net investment income returns and the appreciation or depreciation of returns may not equal the total return due to rounding and/or the compounding of individual component returns to each other.

(2)Average net assets used to calculate financial highlights are calculated quarterly as beginning net assets plus time-weighted contributions less time-weighted distributions.

(3)Fund operating expense and net investment income (loss) ratios reflect only fund-level expenses excluding management fees and incentive allocation and, accordingly, do not reflect expenses incurred at the investment level.

9. SUBSEQUENT EVENTS

These financial statements were approved by management and available for issuance on April 28, 2023. Subsequent events have been evaluated through this date. The following events have occurred subsequent to December 31, 2022:

From January 1, 2023 through April 17, 2023, the Fund accepted additional capital commitments of approximately $83,297,007. On March 1, March 15, March 29, and on April 21, 2023, the fund contributed

F-18

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

December 31, 2022

approximately $44,700,000 for the acquisition of four development properties comprised of office, retail and residential units in Los Angeles, California.

F-19

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF NET ASSETS

(in thousands) (unaudited)

	March 31, 2023		December 31, 2022
ASSETS
Investments - at fair value (cost of $1,600,127 and $1,350,892, respectively)	$	1,738,026	$	1,504,146
Cash and cash equivalents	28,201		139,958
Property acquisition deposits	12,000		46,727
Prepaid expenses and other assets	2,203		32
Total Assets	1,780,430		1,690,863
LIABILITIES
Accounts payable and accrued expenses	893		613
Notes payable to Fund's Investments, at fair value	50,000		—
Due to related party	11		295
Distributions payable to affiliate	4,900		—
Incentive fees payable to affiliate	5,516		5,516
Management fees payable to affiliate	13		263
Total Liabilities	61,333		6,687
COMMITMENTS AND CONTINGENCIES (NOTE 7)
NET ASSETS	$	1,719,097	$	1,684,176

The accompanying notes are an integral part of these financial statements.

F-20

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF OPERATIONS

(in thousands) (unaudited)

	Three Months Ended March 31,
	2023		2022
INVESTMENT INCOME
Interest and other income	$	217	$	202
EXPENSES
Organization costs	69		55
Management fees to affiliate	7,735		4,866
Administrative expenses	1,022		539
Total Expenses	8,826		5,460
NET INVESTMENT LOSS	(8,609)		(5,258)
NET REALIZED AND UNREALIZED (LOSS) GAIN
Net change in unrealized (loss) gain on investments	(15,355)		19,794
Net realized and unrealized (loss) gain	(15,355)		19,794
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(23,964)	$	14,536

The accompanying notes are an integral part of these financial statements.

F-21

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF CHANGES IN NET ASSETS

(in thousands) (unaudited)

	Limited Partners		Affiliated Limited Partners		General Partner		Total
NET ASSETS - January 1, 2022	$	1,013,589	$	30,917	$	480	$	1,044,986
Net investment loss before fixed return	(5,246)		(12)		—		(5,258)
Fixed return decrease	(674)		(21)		—		(695)
Fixed return increase	695		—		—		695
Net change in unrealized gain on investments	19,198		584		11		19,793
Capital contributions	142,184		—		—		142,184
Distributions	—		(10,580)		—		(10,580)
Net change in unrealized incentive allocation	(2,648)		2,648		—		—
NET ASSETS - March 31, 2022	$	1,167,098	$	23,536	$	491	$	1,191,125
NET ASSETS - January 1, 2023	$	1,656,821	$	26,836	$	519	$	1,684,176
Net investment loss before fixed return	(8,595)		(14)		—		(8,609)
Fixed return decrease	(338)		(5)		—		(343)
Fixed return increase	343		—		—		343
Net change in unrealized loss on investments	(15,105)		(244)		(6)		(15,355)
Capital contributions	63,785		—		—		63,785
Distributions	—		(4,900)		—		(4,900)
NET ASSETS - March 31, 2023	$	1,696,911	$	21,673	$	513	$	1,719,097

The accompanying notes are an integral part of these financial statements.

F-22

CIM OPPORTUNITY ZONE FUND, L.P.

STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

	Three Months Ended March 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net (decrease) increase in net assets resulting from operations	$	(23,964)	$	14,536
Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash used in operating activities
Purchase of/additions to investments	(249,235)		(7,112)
Net change in unrealized loss (gain) on investments	15,355		(19,793)
Changes in operating assets and liabilities:
Property acquisition deposits	34,727		—
Prepaid expenses and other assets	(2,171)		(1,234)
Accounts payable and accrued expenses	280		(2,740)
Due to related party	(284)		62
Management fees payable to affiliate	(250)		(7)
Net Cash Used In Operating Activities	(225,542)		(16,288)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions received	63,785		138,596
Proceeds from notes payable to Fund's investments	50,000		—
Net Cash Provided by Financing Activities	113,785		138,596
NET CHANGE IN CASH AND CASH EQUIVALENTS	(111,757)		122,308
CASH AND CASH EQUIVALENTS - BEGINNING OF THE PERIOD	139,958		743,595
CASH AND CASH EQUIVALENTS - END OF THE PERIOD	$	28,201	$	865,903
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Distributions payable to affiliate	$	4,900	$	—

The accompanying notes are an integral part of these financial statements.

F-23

CIM OPPORTUNITY ZONE FUND, L.P.

SCHEDULE OF INVESTMENTS

As of March 31, 2023

(dollar amounts in thousands) (unaudited)

Investment Description	Ownership (1)			Cost		Fair Value		% of Net Assets
Land and Improvements
Office — Los Angeles, CA	99.3	%		$	64,046	$	68,143	4.0	%
Office — Los Angeles, CA	99.0	%		40,869		43,577		2.5	%
Office — Los Angeles, CA	99.0	%		6,876		5,180		0.3	%
Hotel — Atlanta, GA	99.0	%		110,000		110,939		6.5	%
Multifamily — Atlanta, GA	99.0	%		110,000		110,503		6.4	%
Office — Los Angeles, CA	99.0	%		17,146		17,146		1.0	%
Office — Los Angeles, CA	99.0	%		7,857		7,854		0.5	%
Total land and improvements				356,794		363,342		21.2	%
Office
Office — Dallas, TX	61.9	%		76,690		118,148		6.9	%
Mixed-use
Multifamily — Washington D.C.	91.0	%		58,033		65,460		3.8	%
Office — Los Angeles, CA	99.0	%		11,987		11,642		0.7	%
Multifamily — Los Angeles, CA	99.0	%		12,917		12,713		0.6	%
Multifamily — Los Angeles, CA	99.0	%		11,534		12,681		0.7	%
Multifamily — Los Angeles, CA	99.0	%		57,062		55,314		3.2	%
Multifamily — Los Angeles, CA	99.0	%		23,000		23,011		1.3	%
Total Mixed-use				174,533		180,821		10.3	%
Renewable Energy
Solar — Lemoore, CA	26.7	%		56,385		138,857		8.1	%
Solar — Lemoore, CA	15.1	%		11,182		13,010		0.8	%
Solar — Lemoore, CA (2)	99.3	%	(3)	557,540		556,877		32.4	%
Solar — Lemoore, CA (4)	87.5	%		367,003		366,971		21.3	%
Total Renewable Energy				992,110		1,075,715		62.6	%
Total Investments				$	1,600,127	$	1,738,026	101.0	%

___________________

(1)The Fund invests indirectly in properties through its investments in membership interests of the property-owning entity.

(2)Represents an investment made in December 2022 in a ground-up development of a solar production and storage facility, which is currently undergoing development activities. Its projected operational date is in late 2023.

(3)Investment has a loan agreement with an affiliated vehicle managed by CIM (the “Lender”) in the principal amount of up to $75.0 million. As of March 31, 2023, the loan amount outstanding was $75.0 million. Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment.

(4)Represents an investment made in April 2022 in a ground-up development of a solar production and storage facility, which is currently undergoing development activities. Its projected operational date is in late 2023.

F-24

CIM OPPORTUNITY ZONE FUND, L.P.

SCHEDULE OF INVESTMENTS

As of December 31, 2022

(dollar amounts in thousands) (unaudited)

Investment Description	Ownership (1)			Cost		Fair Value		% of Net Assets
Land and Improvements
Office — Los Angeles, CA	99.3	%		$	64,046	$	70,393	4.2	%
Office — Los Angeles, CA	99.0	%		40,869		43,949		2.6	%
Office — Los Angeles, CA	99.0	%		6,876		5,534		0.3	%
Hotel — Atlanta, GA	99.0	%		110,000		110,695		6.6	%
Multifamily — Atlanta, GA	99.0	%		110,000		110,602		6.6	%
Total land and improvements				331,791		341,173		20.3	%
Office
Office — Dallas, TX	61.9	%		76,690		126,828		7.5	%
Mixed-use
Multifamily — Washington D.C.	91.0	%		58,033		69,544		4.1	%
Office — Los Angeles, CA	99.0	%		11,987		11,731		0.7	%
Multifamily — Los Angeles, CA	99.0	%		12,917		12,638		0.7	%
Multifamily — Los Angeles, CA	99.0	%		11,534		12,884		0.8	%
Multifamily — Los Angeles, CA	99.0	%		57,062		55,719		3.3	%
Total Mixed-use				151,533		162,516		9.6	%
Renewable Energy
Solar — Lemoore, CA	25.3	%		56,385		137,959		8.2	%
Solar — Lemoore, CA	15.1	%		11,182		13,107		0.8	%
Solar — Lemoore, CA	99.0	%	(2)	356,332		356,332		21.2	%
Solar — Lemoore, CA	87.5	%		366,979		366,231		21.7	%
Total RenewableEnergy				790,878		873,629		51.9	%
Total Investments				$	1,350,892	$	1,504,146	89.3	%

__________________

(1)The Fund invests indirectly in properties through its investments in membership interests of the property-owning entity.

(2)Investment has a loan agreement with an affiliated vehicle managed by CIM (the “Lender”) in the principal amount of up to $75.0 million. As of December 31, 2022, the loan amount outstanding was $52.3 million. Under the loan agreement, the Lender may convert the outstanding principal balance into equity in the investment.

The accompanying notes are an integral part of these financial statements.

F-25

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

1. ORGANIZATION

CIM Opportunity Zone Fund, L.P., (the “Fund”), a Delaware limited partnership, was formed on November 1, 2018 and commenced operations on January 21, 2019 (the “Initial Closing”). The Fund is governed by the Fourth Amended and Restated Limited Partnership Agreement, dated as of November 30, 2021 (as amended and restated, the “Partnership Agreement”). The Fund is organized as an open-ended vehicle for the purpose of acquiring, owning, developing or re-developing and operating infrastructure and real estate assets, including assets in low-income communities in the United States that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”) and which meet the criteria described in the Partnership Agreement. At least 90% of the Fund’s assets will consist of “qualified opportunity zone property”, which enables the Fund to be classified as a “qualified opportunity fund” within the meaning of Section 1400Z-2 of the Code (a “QOF”). The Fund qualified, and intends to continue to qualify, as a QOF beginning with its taxable year ended December 31, 2020.

The general partner of the Fund is CIM Opportunity Zone Fund GP, LLC, a Delaware limited liability company (the “General Partner”), and an affiliate of CIM Group, LLC (together with its controlled affiliates, “CIM”). One or more affiliates of CIM acts as the manager of the Fund (the “Manager”). The fund also has limited partners (the “Limited “Partners” and, together with the General Partner, the “Partners”).

The Fund shall continue until it is dissolved and subsequently terminated upon (a) a determination made by the General Partner at any time in its discretion, (b) the bankruptcy, termination, dissolution or withdrawal of the General Partner, (c) the consent of a majority of the Limited Partners by number and the consent of 75% of Limited Partners by units to dissolve the Fund or (d) the entry of a decree of dissolution with respect to the Fund.

Subject to legal, tax, regulatory and other similar considerations, all calls for capital from the Limited Partners shall be made pursuant to a notice, and unless otherwise determined in the General Partner’s discretion, capital contributions will be drawn first from all commitments made during the same closing date pro rata, and 100% of such commitments will be funded prior to calling capital from partners admitted during subsequent closings.

As of March 31, 2023, total capital commitments and capital contributions from the partners are summarized as follows (in thousands):

Capital Commitments		Capital Contributions		Unfunded Commitments
$	1,654,257	$	1,654,257	$	—

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) on a fair-value basis and Regulation S-X for interim financial information. Accordingly, these financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with GAAP. Interim results are not necessarily indicative of results for a full year. The year-end Statement of Assets and Liabilities data was derived from audited financial statements, but does not include all disclosures required by GAAP. The information included in these financial statements should be read in conjunction with the audited financial statements and notes thereto of CIM Opportunity Zone Fund, L.P. for the fiscal year ended December 31, 2022 included in this registration statement.

The Fund follows the accounting and financial reporting guidance in Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services – Investment Companies (“ASC 946”).

F-26

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The real estate and capital markets are cyclical in nature. Property and investment values are affected by, among other things, the availability of capital, occupancy rates, rental rates and interest and inflation rates. As a result, determining real estate and investment values involves many assumptions. Amounts ultimately realized from each investment may vary significantly from the fair values presented.

Investments — Investments are carried at fair value. Costs to acquire investments are capitalized as a component of investment cost. The Fund holds its investments through ownership of membership interests in underlying limited liability companies, and the Fund records the fair value of its ownership in such entities based on the fair value of the underlying investment, any related debt, and other factors such as ownership percentages and distribution provisions. In certain investment arrangements, the Fund’s equity percentage interest in the investment may be reduced by third-party promote interests for returns realized in excess of specific hurdle rates of return. Such promote interests have been considered in the related investment valuation.

Investment Valuation — The Fund’s valuations are prepared by third-party valuation firms in accordance with the Uniform Standards of Professional Appraisal Practice (“USPAP”) and are audited on an annual basis to ensure that the investments are presented fairly in accordance with GAAP. The fair values of investments are estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. Investments without a public market are valued based on assumptions made and valuation techniques. Such valuation techniques include discounted cash flow analysis, prevailing market capitalization rates or earnings multiples applied to earnings from the investment, analysis of recent comparable sales transactions, actual sale negotiations and bona fide purchase offers received from third parties, consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence, as well as independent external appraisals. In general, multiple valuation techniques are taken into consideration when measuring the fair value of an investment. However, in certain circumstances, a single valuation may be appropriate, such as during the development phase of the project, where the “Cost Method” may be most appropriate for construction in progress, with the “Comparative Sales Approach” applied to the value of the underlying land. Upon completion, the investment would typically be valued utilizing the Discounted Cash Flow (“DCF”) and Comparative Sales approaches. Weighting of the appraisal methods represents an approximation of how marketplace participants would underwrite the investment in current market conditions as of the measurement date.

The Fund’s valuation committee oversees and administers the appraisal process for the Fund’s investments in accordance with the Fund’s valuation policy. The fair value of such investments does not reflect transaction sale costs, which may be incurred upon disposition of the investments. Generally, the Fund will engage a third-party valuation firm for all investments on a quarterly basis. In the initial quarter of an acquisition, an investment is generally valued based upon the actual economics of the transaction.

Income and Expense Recognition — Distributions of profits and earnings of investments are recognized as income when received. Expenses are recognized as incurred.

Cash and Cash Equivalents— Cash represents cash deposits held at high-quality financial institutions. Cash equivalents include short-term, highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have maturities of three months or less when purchased. Cash equivalents are carried at cost, plus accrued interest, which approximates fair value. Cash equivalents are held to meet short-term liquidity requirements, rather than for investment purposes.

Property Acquisition Deposits - Property acquisition deposits reflect advances made to limited liability companies for their acquisition of properties. Upon successful execution of the purchase by the limited liability company, amounts advanced will be reclassified to investments.

Concentration of Credit Risk — Cash held at major financial institutions is subject to credit risk to the extent those balances exceed the applicable Federal Deposit Insurance Corporation limitations, of up to $250,000 per financial institution.

F-27

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

Risk Management — In the normal course of business, the Fund encounters economic risk such as market risk and concentration of investment risk. Market risk reflects changes in the valuation of investments held by the Fund. Concentration of investment risk represents the risk associated with investments that are concentrated in certain geographic regions and industries.

Income Taxes — The Fund intends to operate in a manner that will allow it to qualify as a partnership for U.S. federal income tax purposes. Generally, an entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no U.S. federal income tax liability. Accordingly, the Fund does not record a provision for U.S. federal, state, or local income taxes because the partners report their share of the Fund’s income or loss on their income tax returns. If the Fund fails to qualify as a partnership for U.S. federal income tax purposes in any taxable year, and if the Fund is not entitled to relief under the Code for an inadvertent termination of its partnership status, the Fund will be subject to federal and state income tax on its taxable income at regular corporate income tax rates.

The Fund currently qualifies as a QOF commencing with its taxable year ended December 31, 2020 under Section 1400Z-2 of the Code. If, in future periods, the Fund does not satisfy the requirements to be a QOF, it may be subject to penalty taxes as provided under the Code (unless it is eligible for a reasonable-cause exception).

ASC 740, Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken in the course of preparing the Fund’s tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current period.

Recent Accounting Pronouncements — The Fund does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Fund’s financial statements.

3. FAIR VALUE MEASUREMENTS

In determining fair value, the Fund uses various valuation approaches. The definition of estimated fair value is applied on a consistent basis with that required by ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 establishes fair value measurement framework, provides a single definition of fair value, and requires expanded disclosure summarizing fair value measurements. ASC 820 emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing an asset or liability.

The FASB issued guidance that establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value in a market-based measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the FASB established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or through corroboration with observable market data; and

Level 3 — Unobservable inputs, for which there is little or no market data for the assets or liabilities, such as internally developed valuation models.

In instances where the determination of a fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

F-28

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

Investments are generally valued using Level 3 inputs. The valuations of the Fund’s investments measured at fair value by the fair value hierarchy levels as of March 31, 2023 and December 31, 2022, are as follows (in thousands):

Description	Total Fair Value as of March 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments	$	1,738,026	$	—	$	—	$	1,738,026

Description	Total Fair Value as of December 31, 2022		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Investments	$	1,504,146	$	—	$	—	$	1,504,146

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s real estate investments that are categorized within Level 3 of the fair value hierarchy as of March 31, 2023:

Investment	Fair Value (in thousands)		Valuation Techniques	Unobservable Input	Range/Amount (Weighted Average)
Real Estate
Land and improvements	$	338,342	Sales comparison	Value per square foot	$65-$774
					($332)
	25,000		Recent transaction(1)	N/A	N/A
Office	118,148		Discounted cash flow	Discount rate	7.3		%
				Terminal capitalization rate	6.0		%
				Revenue growth rate	2.8		%
Mixed-use	65,460		Discounted cash flow	Discount rate	6.5		%
				Terminal capitalization rate	4.8		%
				Revenue growth rate	3.0		%
	92,350		Sales comparison	Value per square foot	$421-$835
					($772)
	23,011		Recent transaction(1)	N/A	N/A
Renewable energy	1,075,715		Sales comparison	Value per acre	$	35,001
			Blended approach	Discounted cash flow weighting	60		%
				Cost approach weighting	40		%
			Discounted cash flow	Discount rate	6.0%-12.4%
					(6.3%)
				Investment tax credit rate	30.0		%
				Investment tax credit eligibility	94.9		%
				Economic useful life	35 years
Total	$	1,738,026

______________________

(1)Significant inputs are the consummated transactions that occurred during the period. The Fund believes due to the nature and age of acquisitions, cost of investments approximates fair value.

F-29

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

The following table summarizes the valuation techniques and significant unobservable inputs used for the Fund’s real estate investments that are categorized within Level 3 of the fair value hierarchy as of December 31, 2022:

Investment	Fair Value (in thousands)		Valuation Techniques	Unobservable Input	Range/Amount (Weighted Average)
Real Estate
Land and improvements	$	341,173	Sales comparison	Value per square foot	$65-$576
					($531)
Office	126,828		Discounted cash flow	Discount rate	6.8	%
				Terminal capitalization rate	5.8	%
				Revenue growth rate	3.0	%
Mixed-use	69,544		Discounted cash flow	Discount rate	6.3	%
				Terminal capitalization rate	4.8	%
				Revenue growth rate	3.0	%
	92,972		Sales comparison	Value per square foot	$421-$854
					($733)
Renewable Energy	517,297		Sales comparison	Value per acre	$35,001
			Blended approach	Discounted cash flow weighting	60	%
				Cost approach weighting	40	%
			Discounted cash flow	Discount rate	6.0%-12.4%
					(6.4%)
				Investment tax credit rate	30.0	%
				Investment tax credit eligibility	94.9	%
				Economic useful life	35 years
	356,332		Recent transaction	N/A	N/A
Total	$	1,504,146

Under the sales comparison technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is value per square foot. Increases or decreases in the value per square foot may result in a lower or higher fair value measurement, respectively.

Under the discounted cash flow technique, the significant unobservable input used in the fair value measurement of the Fund’s investments is the discount rate, terminal capitalization rate, and revenue growth rate, as applicable. Increases or decreases in the rates in isolation may result in a higher or lower fair value measurement, respectively. An increase or decrease in the discount rate used to determine fair value would result in a decrease or increase to the fair value, respectively. An increase or decrease in the terminal capitalization rate or revenue growth rate would result in an increase or decrease to the fair value, respectively.

F-30

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

The following table presents the changes in assets classified in Level 3 of the fair value hierarchy for the three months ended March 31, 2023 and 2022 (in thousands):

Description	Investments
Beginning balance, January 1, 2022	$	332,320
Purchase of/additions to investments	7,112
Net change in unrealized gain on investments	19,793
Balance, March 31, 2022	$	1,504,146
Beginning balance, January 1, 2023	1,504,146
Purchase of/additions to investments	249,235
Net change in unrealized gain on investments	(15,355)
Ending balance, March 31, 2023	$	1,738,026

4. CONTRIBUTIONS, DISTRIBUTIONS AND REDEMPTIONS

Admission, and timing thereof, of new partners into the Fund is at the general discretion of the General Partner. Each Limited Partner may be required on or soon after such Limited Partner’s admission to the Fund, to make a capital contribution to the Fund with respect to its capital commitment in an amount specified in a notice delivered by the General Partner at least three business days prior to the due date of such capital contribution. Thereafter, each Limited Partner shall generally make capital contributions at the discretion of the General Partner in an amount specified in a notice delivered by the General Partner at least ten business days prior to such date and only up to the amount of such Limited Partner’s undrawn commitment.

In connection with each capital contribution, a Limited Partner shall be issued Units based on the Fund’s net asset value (“NAV”) as of such quarter-end. If a Limited Partner makes a capital contribution on a date other than on or around the last day of a quarter, such capital contribution shall generate a fixed return equivalent to an effective rate of 3.0% per annum from the date of such capital contribution until the next date on which the NAV is determined (generally the last calendar day of the quarter in which such capital contribution was made) and such partner will not participate in any other profit or loss, other than management fees, with respect to such capital contributions. The intra-quarter contributions for the three months ended March 31, 2023 and 2022 generated fixed returns of $343,000 and $695,000, respectively, which are included in the statement of changes in net assets as fixed return increase and fixed return decrease.

The Fund will make distributions pro-rata to the Limited Partners at such time and in such amounts as determined by the General Partner in its discretion.

As of March 31, 2023, the Fund had a sum of $10.4 million in Distributions payable to affiliate and Incentive fees payable to affiliate in connection with the realized incentive allocation and fee.

Limited Partners may request a partial or total redemption of their units upon the expiration of the applicable lock-up period, which is four years from the date of the initial capital contribution made by such limited partner in respect of such capital commitment, by providing written notice to the General Partner no later than the last calendar day of the quarter immediately preceding such redemption date, subject to certain restrictions as specified in the Partnership Agreement. Redemptions are only made to the extent that the Fund has sufficient cash available to honor redemption requests, as determined in the discretion of the General Partner.

F-31

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

5. UNIT HOLDER TRANSACTIONS

For the three months ended March 31, 2023, capital activity is summarized, in dollar amounts and units, as follows (in thousands, except unit and per unit amounts):

	Limited Partners		Affiliated Partners		General Partner		Total
Capital Activity (Amount)
Beginning balance - January 1, 2023	$	1,656,821	$	26,836	$	519	$	1,684,176
Net investment income (loss) before management fees and fixed return	(860)		(14)		—		(874)
Management fees	(7,735)		—		—		(7,735)
Fixed return decrease	(338)		(5)		—		(343)
Fixed return increase	343		—		—		343
Net change in unrealized loss on investments	(15,105)		(244)		(6)		(15,355)
Capital contributions	63,785		—		—		63,785
Distributions	—		(4,900)		—		(4,900)
NET ASSETS - March 31, 2023	$	1,696,911	$	21,673	$	513	$	1,719,097
Capital Activity (Units)
Beginning units - January 1, 2023	1,408,248.146		22,946.322		532.696		1,431,727.164
Units issued	54,953.193		—		—		54,953.193
Distributions	—		(4,221.302)		—		(4,221.302)
Unit re-allocation	65.580		(67.952)		2.372		—
Ending units - March 31, 2023	1,463,266.919		18,657.068		535.068		1,482,459.055
Per-unit operating performance ($/Unit)
Net asset value, beginning of period - January 1, 2023							$	1,176.325
Net investment income (loss) before management fees and fixed return							(0.611)
Management fees							(5.398)
Fixed return decrease							(0.239)
Fixed return increase							0.239
Net change in unrealized loss on investments							(10.690)
Net asset value, end of period - March 31, 2023							$	1,159.626

F-32

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

For the three months ended March 31, 2022, capital activity is summarized, in dollar amounts and units, as follows (in thousands, except unit and per unit amounts):

	Limited Partners		Affiliated Partners		General Partner		Total
Capital Activity (Amount)
Beginning balance - January 1, 2022	$	1,013,589	$	30,917	$	480	$	1,044,986
Net investment income (loss) before management fees and fixed return	(5,246)		(12)		—		(5,258)
Fixed return decrease	(674)		(21)		—		(695)
Fixed return increase	695		—		—		695
Net change in unrealized gain on investments	19,198		584		11		19,793
Capital contributions	142,184		—		—		142,184
Realized incentive allocation	(2,648)		2,648		—		—
NET ASSETS - March 31, 2022	$	1,167,098	$	23,536	$	491	$	1,191,125
Capital Activity (Units)
Beginning units - January 1, 2022	901,483.911		27,432.654		522.164		929,438.729
Units issued	124,516.344		—		—		124,516.344
Unit re-allocation	(2,432.417)		2,430.344		2.073		—
Ending units - March 31, 2022	1,023,567.838		20,597.633		524.237		1,044,689.708
Per-unit operating performance ($/Unit)
Net asset value, beginning of period - January 1, 2022							$	1,124.319
Net investment income (loss) before management fees and fixed return							(0.421)
Management fees							(5.202)
Fixed return decrease							(0.748)
Fixed return increase							0.748
Net realized loss on investments							—
Net change in unrealized gain on investments							21.475
Net asset value, end of period - March 31, 2022							$	1,140.171

6. MANAGEMENT FEES, INCENTIVE ALLOCATION AND OTHER RELATED-PARTY TRANSACTIONS

Management fees

The Manager provides investment management services to the Fund. For these services, the Fund pays the Manager management fees in advance on a quarterly basis (the “Management Fees”). The Management Fees are calculated based on each Limited Partner’s Management Fee percentage, which ranged from 1.25% to 2.0% as of March 31, 2023, multiplied by their proportionate share of NAV as of the beginning of the quarter.

Incentive allocation

Pursuant to the Partnership Agreement, the General Partner or an affiliate thereof or other designee of the General Partner, will be allocated net profits (the “Incentive Allocation”) from the Limited Partners at the end of an Incentive Allocation Period, subject to certain performance objectives. The General Partner receives an Incentive Allocation of 20% annually, this is the portion of profits or gains that the General Partner is entitled to above a certain threshold. The high watermark is a mechanism that ensures the General Partner only receives an Incentive Allocation if the fund's value surpasses the highest previous value. This means that if the fund's value decreases below the high watermark, the General Partner will not receive any Incentive Allocation until the value exceeds the

F-33

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

previous high point. The hurdle rate is a minimum rate of return that the fund needs to achieve before the General Partner becomes eligible for the Incentive Allocation, in this case, the hurdle rate is set at 6%. The General Partner is entitled to an 80% catch-up provision once the hurdle rate is met, which means that once the hurdle rate is surpassed, the General Partner will receive 80% of the profits or gains until they have caught up to their entitled share.

The General Partner has designated CIM Opportunity Zone Fund SLP, LLC (the “SLP”), an affiliated Limited Partner, to receive the Incentive Allocation. The General Partner may, in its discretion, waive, reduce or defer Incentive Allocation of all or a portion of the Incentive Allocation attributable to any Units of any Limited Partner. Since inception through March 31, 2023, the Fund has realized an incentive allocation of $15.6 million.

Servicing Fees

The General Partner or its affiliates may also provide to the Fund and/or its investments part or all of other services (“Other Services”) that would otherwise be provided by a third party, including servicing fees and reimbursement of allocable costs and expenses incurred in connection with or relating to the performance of any Other Services. Pursuant to such provided services, the General Partner or its affiliates may receive from the Partnership and/or its Portfolio Assets, (i) property management fees, (ii) development management fees, (iii) leasing brokerage fees, (iv) fees associated with arranging financings for Portfolio Assets, (v) multifamily residential sales fees, (vi) fees relating to servicing and administering the Portfolio Assets, including special servicing, (vii) fees in connection with or following a foreclosure on the Portfolio Asset and (viii) other related fees in connection with a Portfolio Asset (collectively, “Servicing Fees”). Such Servicing Fees will be either (x) at rates which do not exceed the limits set forth immediately below, (y) at rates that are no less favorable to the Partnership and/or such Portfolio Asset than the arm’s-length rates on which the Partnership and/or such Portfolio Asset could obtain comparable services from an unaffiliated service provider taking into account the nature of the relevant asset type and the special services required or (z) at rates that receive the consent of a Review Agent or the Limited Partners:

Fee Type	Limit
Property Management Fees	Not to exceed 5.0% of gross property revenues, plus Allocable Costs and Expenses
Development Management Fees	Not to exceed 4.0% of gross contract price for development, tenant improvements or other capital expenditures, as applicable, plus Allocable Costs and Expenses
Leasing Brokerage Fees	Not to exceed 4.0% of base rent during lease years one through five; 2.0% of base rent after lease year five, in each case, plus Allocable Costs and Expenses. In transactions where there is a participating broker(s), not to exceed 2.0% of base rent during lease years one through five; 1.0% of base rent after year five, in each case, plus Allocable Costs and Expenses
Multifamily Residential Sales Fees	Not to exceed 6.0% of the gross sales price of a residential unit, plus Allocable Costs and Expenses.

F-34

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

The Fund recorded fees and expense reimbursements as shown in the table below for services provided by related parties related to the services described above during the periods indicated (in thousands):

	Statement of Operations Location	Three Months Ended March 31,
		2023		2022
Management fees	Management fees to affiliate	$	7,735	$	4,866
Incentive allocation	(1)	$	—	$	2,648
Administration and other reimbursable expenses	Administrative expenses	$	498	$	231
Expenses incurred by the Fund’s investments (2)	Net change in unrealized gain (loss) on investments	$	9,335	$	833

______________________

(1)During the three months ended March 31, 2022, the change in unrealized Incentive Allocation to SLP was $2.6 million.

(2)For the three months ended March 31, 2023 and 2022, the Fund’s investments incurred expenses including Development Fees, Allocable Costs and Expenses and additional Other Servicing Fees.

Of the amounts shown above, the following amounts had been incurred, but not yet paid for services provided by related parties as of March 31, 2023 and December 31, 2022 (in thousands):

		March 31, 2023		December 31, 2022
Administration and other reimbursable expenses	Due to related party	$	11	$	294
Management fees	Management fees payable to affiliate	$	13	$	263
Incentive fees	Incentive fees payable to affiliate	$	5,516	$	5,516

Affiliate Investments

To achieve the Fund’s stated investment program and meet timelines required under the Opportunity Zone legislation, a significant percentage of the investments in the Fund have been transferred into the Fund from CIM and its affiliates (“CIM-Controlled Pipeline Investments”), as described in the marketing materials. In these instances, such investments and co-investments are reported as transactions with affiliates. Of the total Fund, 83% are investments incubated at CIM and its affiliates. As of March 31, 2023, investments incubated at CIM and its affiliates represented $400.1 million.

The Fund may coinvest with other entities under common control of the same General Partner or its affiliates. As of March 31, 2023, the Fund held investments with a total fair value of $702.4 million that was coinvested with affiliated funds.

The Fund also enters into certain agreements with other CIM affiliated entities from time to time. In the three months ended March 31, 2023, the Fund entered into an agreement with another CIM affiliated entity regarding other servicing fees and expenses in connection with the transfer of an investment.

Notes Payable to Fund’s Investments, at fair value

The Fund has amounts due to subsidiaries for advances in the normal course of business. As of March 31, 2023, $50.0 million is payable to two of the Fund’s related investments. In exchange for the borrowings made under the arrangements, the Fund’s investments received promissory notes with a maturity date of September, 2024 at a rate per annum equal to 4.5%.

F-35

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

7. COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Fund enters into contracts and agreements. These contracts and agreements commit the Fund to various specific and contingent obligations. In addition, the Fund may be subject to legal claims in the ordinary course of business. We are not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business.

The Fund is subject to various environmental laws of federal, state, and local governments. Compliance with these laws has not had a material adverse effect on the financial statements, and management does not believe it will have such an impact in the future.

The Fund acts as a guarantor of certain debt obligations to its underlying investments. In certain scenarios, the Fund may have limited or full recourse exposure.

8. FINANCIAL HIGHLIGHTS

Financial highlights are presented for the limited partners as a class, taken as a whole, and as a result an individual investor’s returns may vary from these amounts based on management and incentive fee arrangements and the timing and amount of capital transactions, including the impact of the fixed return. Refer to Note 5 for the unit activity for the three months ended March 31, 2023 and 2022.

Financial highlights for the three months ended March 31, 2023 and 2022, are presented as follows:

	Three Months Ended March 31,
	2023		2022
Total Return(1)(2)
Gross of management & incentive fees:
Net investment income (loss)	(0.1)	%	0.0	%
Net realized and unrealized (loss) gain	(0.9)	%	1.8	%
Gross - total return	(1.0)	%	1.8	%
Net of management & incentive fees:
Net investment loss	(0.5)	%	(0.5)	%
Net realized and unrealized (loss) gain	(0.9)	%	1.6	%
Net - total return	(1.4)	%	1.1	%
Ratios to Average Net Assets(2)
Fund operating expense ratio(3)	0.1	%	0.0	%
Organization costs	0.0	%	0.0	%
Management fee ratio	0.5	%	0.4	%
Realized and net change in unrealized incentive allocation ratio	0.0	%	0.2	%
Total expense and incentive allocation ratio(3)	0.5	%	0.6	%
Net investment loss ratio(3)	(0.5)	%	(0.5)	%
Net realized and unrealized (loss) gain ratio	(0.9)	%	1.8	%
Net (decrease) increase in net assets resulting from operations ratio	(1.4)	%	1.3	%

__________________

(1)Total return ratios are calculated by geometrically linking quarterly ratios. The sum of the net investment income returns and the appreciation or depreciation of returns may not equal the total return due to rounding and/or the compounding of individual component returns to each other.

(2)Average net assets used to calculate financial highlights are calculated quarterly as beginning net assets plus time-weighted contributions less time-weighted distributions.

(3)Fund operating expense and net investment income (loss) ratios reflect only fund-level expenses excluding management fees and incentive allocation and, accordingly, do not reflect expenses incurred at the investment level.

F-36

CIM OPPORTUNITY ZONE FUND, L.P.

NOTES TO FINANCIAL STATEMENTS

March 31, 2023 (Unaudited)

9. SUBSEQUENT EVENTS

These financial statements were approved by management and available for issuance on June 16, 2023. Subsequent events have been evaluated through this date. The following events have occurred subsequent to March 31, 2023:

From April 1, 2023 through June 16, 2023, the Fund accepted additional capital commitments of approximately $39.9 million.

On May 1, 2023, the Fund distributed $9.4 million to CIM Opportunity Zone Fund SLP, LLC, which represents approximately 90% of both the realized incentive allocation and incentive fee payable to the respective partner for the year ended December 31, 2022.

F-37

Schedule I

CIM OPPORTUNITY ZONE FUND GP, LLC

Balance Sheet and Independent Auditors’ Report

December 31, 2022

F-38

CIM OPPORTUNITY ZONE FUND GP, LLC

TABLE OF CONTENTS

December 31, 2022

	Page
Report of Independent Auditors	F-40
Balance Sheet	F-42
Notes to Balance Sheet	F-43

F-39

Report of Independent Auditors

To the General Partner of CIM Opportunity Zone Fund GP, LLC

Opinion

We have audited the accompanying balance sheet of CIM Opportunity Zone Fund GP, LLC (the “Company”) as of December 31, 2022, including the related notes (referred to as the “balance sheet”).

In our opinion, the accompanying balance sheet presents fairly, in all material respects, the financial position of the Company as of December 31, 2022 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Balance Sheet section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Balance Sheet

Management is responsible for the preparation and fair presentation of the balance sheet in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of a balance sheet that is free from material misstatement, whether due to fraud or error.

In preparing the balance sheet, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the balance sheet is available to be issued.

Auditors’ Responsibilities for the Audit of the Balance Sheet

Our objectives are to obtain reasonable assurance about whether the balance sheet as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the balance sheet.

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In performing an audit in accordance with US GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the balance sheet, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the balance sheet.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the balance sheet.

•Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

May 26, 2023

F-41

CIM OPPORTUNITY ZONE FUND GP, LLC

BALANCE SHEET

	December 31, 2022
ASSETS
Investment in Fund	$	518,705
Investment in Fund Assets	9,302,820
Total Assets	$	9,821,525
Commitments and contingencies (Note 3)
MEMBER’S CAPITAL
Member’s Capital	9,821,525
Total Member’s Capital	$	9,821,525

See accompanying notes to the balance sheet.

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CIM OPPORTUNITY ZONE FUND GP, LLC

NOTES TO BALANCE SHEET

1.Description of the Business

CIM Opportunity Zone Fund GP, LLC, (the “General Partner” or the “Company”), a Delaware limited liability company, was formed on October 31, 2018. The Company is the sole general partner of CIM Opportunity Zone Fund, L.P., (the “Fund”) an open-ended vehicle formed for the purpose of acquiring, owning, developing or re-developing and operating infrastructure and real estate assets, including assets in low-income communities in the United States that have been designated as “Opportunity Zones” pursuant to Section 1400Z-1 of the Internal Revenue Code of 1986 (the “Code”).

The Company is a wholly-owned subsidiary of CIM Group Management, LLC, as the sole equity member (the “Member”). The Company is an affiliate of CIM Group, LLC (together with its controlled affiliates, “CIM”). One or more affiliates of CIM acts as the manager of the Fund (the “Manager”). The Fund also has limited partners (the “Limited Partners” and, together with the General Partner, the “Partners”).

Except to the extent expressly set forth in the Fourth Amended and Restated Limited Partnership Agreement of CIM Opportunity Zone Fund, L.P., the Company has full, complete, and exclusive authority to manage and control the business affairs of the Fund. The Company may be removed as the Fund’s general partner if consented to by 75% of the limited partnership interests of the Fund. The Fund shall continue until it is dissolved and subsequently terminated upon (a) a determination made by the General Partner at any time in its discretion, (b) the bankruptcy, termination, dissolution or withdrawal of the General Partner, (c) the consent of a majority of the Limited Partners by number and the consent of 75% of Limited Partners by units to dissolve the Fund or (d) the entry of a decree of dissolution with respect to the Fund.

2.Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying balance sheet is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In determining whether the Company has controlling interests in an entity and is required to consolidate the accounts in that entity, the Company analyzes its investment in the Fund and Fund Assets in accordance with standards set forth in U.S. GAAP to determine whether the entities are variable interest entities (“VIEs”), and if so, whether the Company is the primary beneficiary. The Company’s judgment with respect to its level of influence or control over an entity and whether the Company is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Company’s ownership interest, the Company’s voting interest, the size of the Company’s investment, and the Company’s ability to participate in major policy-making decisions. The Company’s ability to correctly assess its influence or control over an entity affects the presentation of these investments on the Company’s balance sheet.

As of December 31, 2022, the Company determined its investment in the Fund to be a VIE. Additionally, the Company was not determined to be the primary beneficiary due to its inability to exert significant influence and that its obligations as a general partner do not absorb losses or receive benefits of the fund that could potentially be significant. Therefore, the Company’s investments are accounted for as equity method investments as further described below.

Use of Estimates in Preparation of Balance Sheet

The preparation of the balance sheet in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets as of the date of the balance sheet. Actual results could differ significantly from those estimates.

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Investment in the Fund and Fund Assets

The general partnership interest in the Fund is unregistered and non-transferrable. As described above, the Company determined that its investments in the Fund and Fund Assets are equity method investments. Investment in the Fund and Fund Assets is recorded at cost plus the Company’s share of the investment’s cumulative income or losses. The carrying values of the Company’s investments in the Fund and Fund Assets approximate fair value.

Incentive allocation

Pursuant to the Partnership Agreement, the General Partner or an affiliate thereof or other designee of the General Partner, will be allocated net profits (the “Incentive Allocation”) from the Limited Partners at the end of an Incentive Allocation Period, subject to certain performance objectives. The General Partner has designated CIM Opportunity Zone Fund SLP, LLC (the “SLP”), an affiliated Limited Partner, to receive the Incentive Allocation. The General Partner may, in its discretion, waive, reduce or defer Incentive Allocation of all or a portion of the Incentive Allocation attributable to any Units of any Limited Partner.

Income Taxes

The Company is a limited liability company with all federal and state income tax liabilities and/or benefits of the Company being passed through to the member. As such, no recognition of federal or state income taxes for the Company or its subsidiaries that are organized as limited liability companies have been provided for in the consolidated financial statements and no provision for income taxes is included in the consolidated financial statements. Any uncertain tax position taken by the Member is not an uncertain position of the Company.

ASC 740, Income Taxes, provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current period. No such items existed in 2022.

Recent Accounting Pronouncements

The Company does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s balance sheet.

3.Commitments and Contingencies

In the normal course of business, the Fund enters into contracts and agreements. These contracts and agreements commit the Fund to various specific and contingent obligations. In addition, the Fund may be subject to legal claims in the ordinary course of business. The Fund and the Company are not currently involved in any material pending or threatened legal proceedings nor, to our knowledge, are any material legal proceedings currently threatened against us, other than routine litigation arising in the ordinary course of business.

The Company is subject to various environmental laws of federal, state, and local governments. Compliance with these laws has not had a material adverse effect on the financial statements, and management does not believe it will have such an impact in the future.

4.Subsequent Events

Subsequent Events

Management evaluated transactions and events occurring subsequent to December 31, 2022, noting no material transactions or events in the subsequent period requiring disclosure or recognition in the balance sheet.

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