WHITEHALL STREET REAL ESTATE FUND

Whitehall IX/X is an alternative investment opportunity presented to Dusty Rhodes through his investment network at Goldman, Sachs & Co. Goldman, Sachs & Co. is a significant player in this investment both from an investment oversight involvement and equity participation.

The investment opportunity is with a new fund sponsored by the Whitehall Fund group. The Whitehall Fund group has six real estate investment funds raised since 1991 with aggregate fund size of $3.9 billion.

The new fund, Whitehall IX/X, will be a $1.5 billion fund investing primarily in distressed real estate. The projected investor IRR after fees and other costs is estimated to be +20%. The investments will be return driven with a geographic target of 50% U.S. and 50% international. International investments could be in Canada, France, UK, Japan and Western Europe. The closing date is scheduled for October, 1997. According to David Kabiller, Goldman Sachs & Co., there has been a significant response to this investment opportunity and it is possible the investment will be over-subscribed.

Attached is an outline including information about the Whitehall Street Real Estate Funds, Goldman Sachs & Co. involvement and opportunities and risks of investing in international real estate markets. The formal prospective will be available in about two weeks.

Terry Considine has reviewed the materials and believes Whitehall is an excellent firm with excellent results. He also stated that the distressed real estate market in the U.S. is at a mature stage and investment opportunities are more difficult to locate. Whitehall will have to adapt to these changing circumstances to be successful. The international real estate market, while risky, does provide new investment opportunities.

We recommend the Foundation invest $10 million in Whitehall IX/X. The investment provides a unique real estate investment strategy that complements the current Foundation's alternative investment diversification strategy. Most importantly, the fund will have experienced management with a successful track record. The Goldman Sachs & Co. involvement adds a degree of professionalism and direct oversight.