49.4 % 7 % 4.3 % 94.8 % NEWSLETTER MAY 2015 ANNUAL RENT GROWTH FROM ACQUISITION. AFFO PAYOUT RATIO (as at Q1/15) DISTRIBUTION YIELD

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1 NEWSLETTER Starlight U.S. Multi-Family (No. 2) Core Fund (the Fund ) is listed on the TSX Venture Exchange. The Fund is sponsored and asset managed by Starlight Investments Ltd. (the Manager ). The Fund s mandate is to invest in recently constructed, stabilized, Class A multi-family properties in Texas and the Southeastern United States. The Fund s primary objective is to generate stable monthly cash distributions for its unitholders and enhance the value of its assets through active management. The occupancy of the Fund s properties as of March 31, 2015 was 94.8%. In addition to the strong occupancy, the Fund continued to raise rental rates on both new and renewal leases where appropriate and curtailed concessions. The Fund had annual rental growth of 6.2% in the first quarter of 2015 and 4.3% since inception on all investment properties. The Fund continued to deliver strong operating results in the first quarter of Management actively increased rental rates, created new ancillary revenue streams and controlled operating expenses to drive growth in net operating income ( NOI ) and asset values. Travesia Apartments Soho Parkway Apartments AFFO PAYOUT RATIO (as at Q1/15) DISTRIBUTION YIELD ANNUAL RENT GROWTH FROM ACQUISITION OCCUPANCY (as at Q1/15) 49.4 % 7 % 4.3 % 94.8 % 1

2 Significant Events Through an initial public offering of units, the Fund raised a total of CDN$34.2 million in November With the proceeds of this offering, the Fund has acquired four Class A multi-family properties in Austin, Houston and Dallas, Texas, comprising interests in 1,527 units and is fully deployed. The Fund recognized a $4.3 million fair value increase on its investment property portfolio in the first quarter of 2015 driven by NOI growth. The portfolio s value represented by fair value of investment properties less original purchase price was 61.4 % of the Fund s initial public offering gross subscription proceeds. The increase in appraised value of the Fund s property portfolio is due predominantly to NOI growth and reflects underlying fundamentals and market conditions, as well as the Manager s active asset management strategy. This value does not reflect any currency appreciation or potential property portfolio premium. Our investments are summarized in the table below: Date Acquisition Description Number of Units Nov 18, % Interest in Palm Valley and 65% Interest in The Falls Eagle Creek Date Constructed Property Location Round Rock, Texas and Humble, Texas Apr 1, % Interest in Soho Parkway Apartments McKinney, Texas March 2, % Interest in Travesia Apartments Austin, Texas Monthly Unit Distributions On May 15, 2015, the monthly distribution on each class of units was declared. Monthly unitholder distributions represent a 7% yield on an annualized basis based on each unit class s issue price of $10 per Unit. The adjusted funds from operations payout ratio was 49.4% in the first Quarter Distribution Calculation The distributions in respect of the Class A, C, D and F Units were determined in U.S. dollars and converted into Canadian dollars. The distribution amounts are based on the proceeds of the Fund s initial public offering which have now been fully deployed. per Class A Unit per Class C Unit per Class D Unit per Class F Unit US$ per Class U Unit 2

3 U.S. Multi-Family Market Trends National Occupancy Levels and Home Ownership Rates According to the U.S. Bureau of Labor Statistics (the USBL ), the U.S. unemployment rate declined further in March 2015 to 5.5%. The 20 to 34 year old cohort has continued to fuel apartment rental demand for new product, with U.S. home ownership now at a twenty year low. According to the U.S. Census Bureau, home ownership continued to decline and was down by 0.3% to 63.7% in the first quarter of Apartment occupancy rates and rental growth continue to be strong with MPF Research ( MPF ) reporting first quarter 2015 U.S. apartment occupancy of 95.5% for the 100 largest markets. Year-over-year rent growth across these markets was 4.6%. Austin Market Trends Strong Employment Growth According to the USBL, the Austin Metropolitan Area gained 22,800 jobs from March 2014 to March 2015, an increase of 2.5%. The unemployment rate in March 2015 was 3.3% in Austin, 220 basis points below the national average of 5.5%. Occupancy Projections According to MPF, first quarter 2015 occupancy levels for Austin were 95.0%, a 0.4% increase from occupancy levels in the fourth quarter of Rental growth for the fourth quarter was 0.5%, with year-over-year rent growth of 3.3%. Austin currently has 9,357 units scheduled for delivery in the next year. The majority of the supply is in Austin s inner core, while the Fund s properties are suburban. MPF s one year forecast for Austin is to decrease to an occupancy level of 94.5%, with rental growth of 3.5%. Austin Submarkets According to MPF, the Austin submarkets where the Fund has invested - Round Rock/Georgetown and Northwest Austin - remained strong in occupancy and rental growth for the first quarter of Round Rock/Georgetown s occupancy rate was 95.2%, up 0.1% from the fourth quarter of 2014, with an annual rent growth of 2.3%. MPF expects the occupancy rate in Round Rock/Georgetown to drop over the next year to 93.3% due to new construction in the submarket. Northwest Austin s occupancy rate was 94.5%, down 1.2% from the fourth quarter of 2014, with annual rent growth of 2.9%. MPF expects the occupancy rate in Northwest Austin to decrease over the next year to 93.8% due to new construction in the submarket. Dallas Market Trends Strong Employment Growth According to the USBL, the Dallas Fort Worth Metropolitan Area gained 115,800 jobs from March 2014 to March 2015, an increase of 3.6%. The unemployment rate in March was 4.0% in Dallas,150 basis points below the national average of 5.5%. 3

4 Stable Occupancy Projections According to MPF, first quarter 2015 occupancy levels for Dallas were 94.7%, unchanged from fourth quarter of Rental growth for the quarter was 0.6% with year-over year rent growth of 5.1%. MPF s one year forecast for Dallas is to remain relatively stable at an occupancy level of 94.3%, with rental growth of 3.4%. Dallas Submarkets According to MPF, the Dallas submarket of Allen/McKinney had robust occupancy growth in the first quarter of Allen/ McKinney s occupancy rate was 94.7%, down 0.1% from the fourth quarter of 2014, with annual rent growth of 2.9%. MPF expects the occupancy rate in this submarket to decrease over the next year to 94.3% due to new apartment construction in the west end of the submarket. Houston Market Trends Strong Employment Growth According to the USBL, the Houston Metropolitan Area gained 82,500 jobs from March 2014 to March 2015, an increase of 2.9%. According to the USBL, the unemployment rate in Houston in March 2015 was 4.2%, or 130 basis points below the national average of 5.5%. Stable Occupancy and Strong Rental Growth According to MPF, first quarter 2015 occupancy levels in Houston increased 0.3% to 94.1%. Annual rental growth decreased slightly to 5.0% during the quarter. Houston currently has units scheduled for delivery in the next year, equating to only 3.9% of inventory. MPF s one-year forecast for overall occupancy in Houston is 93.3%, with rental growth of 2.9%. Houston Submarkets According to MPF, the Houston submarket where the Fund has invested - Humble/Kingwood - continued to perform well in the first quarter of Humble/Kingwood had an overall occupancy rate of 94.8%, down 0.2% from the fourth quarter of 2014, with annual rental growth of 7.2%. The submarket is expected to remain strong over the next year with only one new conventional apartment project currently in the construction pipeline. Investment Market Update Commercial real estate investment demand continues to be strong nationally, as well as in both Texas and the Southeastern United States. Capitalization rates for suburban, Class A, multi-family product in Austin, Houston and Dallas are approximately 5.00% to 5.75%, depending on the quality and location of the apartment community. 10 Year U.S. Treasury bonds are currently yielding 2.11%, having dropped by approximately 90 basis points off recent peak levels. Lender spreads remain very competitive and all-in rates continue to remain low versus historical levels with debt readily available at lower leverage levels. Property Improvements Capital improvements at the recently acquired Travesia Apartments property will be completed during the second quarter of The scope of work includes enhancements to the pool area, upgrades to the landscaping and improvements to the fitness room. During the first quarter of 2015, two minor capital projects were completed at The Falls at Eagle Creek. Work included refinishing the pool deck, replacement of pool furniture at the second pool and the addition of a dog park with agility equipment for resident pets. 4

5 Property Management and Rental Rates Update Property Management The Fund benefits from the local real estate expertise and market intelligence of best-in-class property managers. Greystar Real Estate Partners, the largest third-party, multi-family property manager in the U.S., provides property management for The Falls at Eagle Creek, Alliance Residential Company, the ninth largest third-party manager in the U.S., provides property management for Palm Valley Apartments and Travesia Apartments. The Pinnacle Family of Companies, the fourth largest third-party manager in the U.S., provides property management for Soho Parkway Apartments. Rental Rates Given the strong occupancy levels at the Fund s properties, the Manager is aggressively increasing rental rates on both new and renewal leases, while concessions are being curtailed. Only limited concessions are currently being offered on new and renewal leases at the Fund s properties. Implementation of Yield Management Software The Manager has implemented yield management software at all four properties. This software is a computerized revenue management system that adjusts asking rents and renewal rents in real time, based on supply and demand for different unit types. This rental rate optimization system is similar to those employed by the hotel and airline industries to manage their room rates and flight prices. Ancillary Services Update The Manager has rolled out Valet Waste, a door-to-door trash pick-up service at The Falls at Eagle Creek, Soho Parkway Apartments and Travesia Apartments resulting in significant increases in ancillary revenue. This service was already in place at Palm Valley Apartments when the asset was acquired. The Manager is also in the process of installing private yards for select units at Travesia Apartments and Palm Valley Apartments, which will generate $100 per month of additional income per yard. Outlook The Manager believes that its properties will continue to benefit from increasing demand for residential rental accommodation, reflecting demographic trends and the affordability and desirability of renting in comparison to home ownership. In addition, the supply of comparable, multi-unit residential rental properties is limited in the markets in which the Fund operates. The performance of the U.S. economy and local markets continues to support improved multi-family real estate fundamentals. The Fund is fully deployed and the Fund s properties are performing well with strong occupancy, rental growth and net operating income growth. We expect to continue to produce consistent investment returns for unitholders. For more information, please contact: Evan Kirsh, President Starlight U.S. Multi-Family (No. 2) Core Fund Bloor St. West, West Tower, Toronto, ON M8X 2X2 Phone (647)

6 DISCLAIMER This Newsletter is intended for informational purposes only and is not, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Fund, or investment advice to any individual. Particular investments should be evaluated relative to each individual s circumstances and individuals should seek the advice of professionals, as appropriate, regarding any particular investment. Past performance may not be repeated and nothing in this Newsletter should be construed as an indication of future values of the Fund or future returns on any investment in the Fund. This Newsletter is not intended for distribution in any jurisdiction that would require the filing of a prospectus, registration statement, offering memorandum or similar document under the applicable laws of such jurisdiction or would result in the Fund having any reporting or other obligation in such jurisdiction. Accordingly, neither the Fund nor the Manager has done anything that would permit the possession or distribution of this Newsletter in any jurisdiction where action for that purpose is required. This Newsletter contains statements that may constitute forward-looking information within the meaning of Canadian securities laws and which reflect current expectations of the Fund s management regarding future events, including statements concerning: the payment of distributions; the value of the Fund s properties; the trading price of Units; national and local real estate market conditions and economic variables; rental rates; occupancy rates; currency exchange rates; the potential results from yield management software; and type, timing and cost of capital improvements. The forward-looking statements involve risks and uncertainties, including those discussed in the Fund s materials filed with the Canadian securities regulatory authorities from time to time at which could cause the actual results and performance of the Fund to differ materially from the forward-looking statements contained in this Newsletter. Those risks and uncertainties include, among other things, risks related to: the reliance on the Manager; the experience of the Fund s officers and directors; real estate ownership; substitutes for residential real estate rental suites; government regulation; financing; interest rate fluctuations; reliance on property management; competition for real property tenants; fluctuations in capitalization rates; U.S. market factors; and currency exchange rates. Information contained in forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including the following: the inventory of multi-family real estate properties; the availability of mortgage financing and current interest rates; the extent of competition between properties; the population of multi-family real estate market participants; assumptions about the markets in which the Fund intends to or does operate; the ability of the Manager to manage and operate the properties; the global and North American economic environment; foreign currency exchange rates; and governmental regulations or tax laws. Readers are cautioned against placing undue reliance on forward-looking statements. Except as required by applicable Canadian securities laws, neither the Fund nor the Manager undertakes any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. This newsletter contains statistical data, market research and industry forecasts that were obtained from government and industry publications and reports or are based on estimates derived from such publications and reports and the Manager s knowledge of, and experience in, the markets in which the Fund operates. Actual outcomes may vary materially from those forecast in such publications or reports. While the Fund and its Manager believe this data to be reliable, market and industry data cannot be verified due to limits on the availability and reliability of data inputs and other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy, currency and completeness of this information cannot be guaranteed. 6

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