As a result of certain U.S. regulations applicable to Starwood Capital Group Management, L.L.C. (the “Portfolio Manager”), the following disclosure statement is required:

a) BNP Paribas SA acting on behalf of its Wealth Management Division branches and subsidiaries (“BNPP WM”) is distributing these materials in connection with its role as placement agent for the feeder vehicle that it sponsored, established and administered through one of its affiliates (the “Feeder Fund”) and Starwood Distressed Opportunity Fund XIII (the “Underlying Fund”).  Neither BNPP WM nor the Feeder Fund are a current direct client of the Underlying Manager or a current direct investor in the Underlying Fund; however, the Feeder Fund expects to invest in the Underlying Fund, some of the investors that BNPP WM solicits are expected to invest directly in the Underlying Fund (collectively, with investors investing into the Feeder Fund, the “BNPP WM Investors”) and other BNPP WM-sponsored vehicles have previously invested in funds managed by the Underlying Manager.

b) BNPP WM or its affiliates receive compensation, which is generally based on the aggregate capital commitments of the BNPP WM Investors and a fee up to 1.5% of such commitments, in connection with its role as placement agent.

c) The relationship between BNPP WM and the Underlying Manager could result in potential conflicts of interest, including the fact that the compensation received by BNPP WM creates a material economic incentive to recommend and offer the Feeder Fund’s or the Fund’s interests, resulting in a potential conflict of interest for BNPP WM.  It is likely that, as part of their regular business activities, BNPP WM or its affiliates have had, and expect to in the future have, a variety of business relationships (e.g., consulting, advisory, valuation, personal banking and/or asset management and other services), commercial lending arrangements and investments with the Underlying Fund, the Underlying Manager or its affiliates, or other pooled investment vehicles sponsored or managed by the Underlying Manager or its affiliates, or a portfolio company of the Underlying Fund or any such other pooled investment vehicle.  As a result, BNPP WM and its affiliates could encounter a potential conflicts of interest situation with the Feeder Fund, the Underlying Fund and investors therein.  Furthermore, BNPP WM also expects, from time to time, to do business with and earn fees or commissions from other third-party fund sponsors that may have similar or different investment objectives from the Underlying Fund, including the provision of advisory and placement services.  Accordingly, potential investors should recognize that the participation of BNPP WM as placement agent will potentially be influenced by its interest in such compensation, including differentials in compensation that are offered by the Underlying Manager or other sponsors for which BNPP WM acts as placement agent.

d) BNPP WM is not an affiliate of the Underlying Manager for the purposes of the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder

This is a communication by the Wealth Management métier of BNP PARIBAS SA a French limited liability company with share capital of EUR 2 261 621 342  whose registered office is located at 16 boulevard des Italiens 75009 Paris, France, registered with the Paris Trade and Companies Registry under number 662 042 449, supervised and authorised as a Bank by the European Central Bank ("ECB") and in France by the French Autorité de Contrôle Prudentiel et de Résolution (“ACPR”) and regulated by the French Autorité des Marchés Financiers (“AMF”) (hereinafter BNP Paribas).

SOF XIII ERPI SCSp is a Luxembourg a special limited partnership (Société en Commandite Simple). Its General Partner SOF-13 International Management S.à.r.l is a Luxembourg private limited liability company (Société à responsabilité limitée). It is managed by Carne Global Fund Managers (Luxembourg) S.A., a Luxembourg société anonyme fully authorized by the CSSF to act as AIFM.

PrivAccess XIX Distressed Real Estate 13 is a compartment of PrivAccess XIX (hereinafter “Feeder Fund“) a Luxembourg investment company with variable capital, structured under the form of a Multi-Compartment Reserved Alternative Investment Fund, registered as a corporate partnership limited by shares, notified to the CSSF. It is managed by its general partner: PrivAccess General Partner S.à r.l. and Global General Partner SA, which is an Alternative Investment Fund Manager authorised by the Luxembourg CSSF, has been appointed to manage the Feeder Fund.

This material is confidential and intended solely for the use of the person to whom it has been delivered and must not be distributed, published or reproduced, in whole or in part nor may it be quoted or referred to in any document without the prior consent of BNP Paribas. This communication is provided solely for the purpose of providing general information and shall not constitute an offer, a solicitation or an investment advice nor shall it form the basis of or be relied upon in connection with any subscription or commitment. In addition, this comunication and its content shall not in any way be construed as an advertisement, inducement or recommendation of any kind or form whatsoever. For the purposes herein, “BNP Paribas” means BNP PARIBAS SA and its respective affiliates and related corporations.

Although the information provided herein may have been obtained from published or unpublished sources considered to be reliable, and while all reasonable care has been taken in the preparation of this communication, BNP Paribas does not make any representation or warranty, express or implied, as to its accuracy or completeness and does not accept responsibility for any inaccuracy, error or omission nor any liability for the use of or reliance on this communication or any part of the information contained herein. Past performance is not a reliable indicator of future performance. BNP Paribas is not giving any warranties, guarantee or representation as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (either legal, regulatory, tax, financial accounting or otherwise) of any security.

Prior to making any commitment, the investor should take advice from his legal, tax and financial advisors. Subscribers should be in a position to fully understand the features of the subscription and be financially able to bear a loss of their investment and be willing to accept such risk. Save as otherwise expressly agreed in writing, BNP Paribas is not acting as financial adviser of, or in any fiduciary capacity to, the subscriber in any subscription.

The investor in the Feeder Fund expressly releases the Master Fund, the General Partner of the Master Fund and the Feeder Fund from any liability in connection with their investment in the Feeder Fund and any recipients of the Feeder Fund marketing documents are not eligible to be direct investors in the Master Fund unless such recipients are eligible in such direct investment in accordance with the Master Fund legal documentation.

This communication contains only a summary of certain sustainability related aspects of the Feeder Fund and is not purported to be complete, nor does it constitute an offer to invest in the Feeder Fund. It is not intended to be complete and will be qualified in its entirety by reference to the Issuing Document, which should be read in its entirety, in particular as regards the pre-contractual disclosure obligations under the SFDR, including how applicable sustainability risk factors are integrated into the decision-making process and their impact on returns. The descriptions or terms regarding sustainability-related aspects of the Feeder Fund in the Issuing Document shall prevail. See SFDR related disclosures in the Issuing Document which has been communicated to you before your potential commitment into the Feeder Fund and which will remain available after your commitment into the Feeder Fund on the page https://services-uk.sungarddx.com/LogOn/128060.

Any document containing additional information concerning the Feeder Fund and in particular the Issuing Document, the annual reports (which are made available to the investors on a regulatory basis after its investment in the Feeder Fund), the subscription document and the Master Fund documentation are available in English upon request from your relationship manager and from PrivAccess General Partner S.à r.l. (contact details below). If you want more information, especially on the structure of the Feeder Fund and the risks associated with an investment in this Feeder Fund, we advise you to read these documents.

PrivAccess General Partner S.à r.l. – 50, avenue J.F. Kennedy,
L-1855 Luxembourg – Grand-Duchy of Luxembourg
contact@ggp.bnpparibas.com – 00 352 4242 2000

The summary of investor rights is available on the public page https://wealthmanagement.bnpparibas/lu/en/global-general-partner/Summary-of-investors-rights.html.

An investment in the Feeder Fund should be conditioned upon the previous reading and understanding of its Issuing Document and its Subscription Agreement, which are available in English only, and – in relation to the offer to non-professional investors in Italy, Germany, Belgium and Luxembourg - its KIDs, which are available in the relevant language; such documents describe the rights and obligations of the investors. Therefore, prospective subscribers should not rely on any other information not contained in such Issuing Document, Subscription Agreement and Key Information Document (KID).

Under no circumstances will the Feeder Fund, PrivAccess General Partner S.a.r.l, Global General Partner SA, BNP Paribas, SOF XIII ERPI SCSp, SOF-13 International Management S.à.r.l, Carne Global Fund Managers SA pay or reimburse any current or future taxation in the subscribers’ country of origin, residence or domiciliation or wherever subsequent to the subscription, holding, conversion, sale or liquidation of ordinary shares in the Feeder Fund. The subscriber will be responsible for such payment or reimbursement.

No measures have been nor will be taken in any country or territory for the purposes of allowing a public offering of the investment described in this communication, or the holding or distribution of any document relating to this investment. These ordinary shares are not recommended by any federal or state securities commission or any other regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this communication. BNP Paribas, PrivAccess General Partner S.à r.l, Global General Partner SA, SOF XIII ERPI SCSp, SOF-13 International Management S.à.r.l, Carne Global Fund Managers SA entities are separate legal entities and none of them is representing or acting as an agent for the other.

Global General Partner SA and/or PrivAccess General Partner S.a.r.l. may decide at any time to terminate the arrangements made for the marketing of the Feeder Fund.

This communication is not for distribution to US Persons and US Persons are not eligible to apply to become Shareholders in the Feeder Fund. The ordinary shares of the Feeder Fund will be offered and sold only outside the United States to persons who are not US Persons, in reliance on Regulation S.

The Feeder Fund has been notified, under the relevant provisions of the AIFMD, for marketing in Italy towards professional investors (as defined in Italy pursuant to art. 6, parr. 2-quinquies and 2-sexies, of the Legislative Decree n. 58/1998 as amended – “TUF” - and its implementing measures) and other categories of investors as identified pursuant to art. 14. 2 of the regulation implementing art. 39 of TUF adopted by the Italian Treasury with Decree n. 30 of 5 March 2015, as amended by  Decree n. 19 of 13 January 2022 (and, in particular, pursuant to art. 14.2.b), to non professional investors who – within the context of the provision of investment advisory services – subscribe for or acquire shares of the Feeder Fund for an initial amount not lower than 100,000 Euros (initial amount not lower than the equivalent in USD of 100,000 Euros for this Feeder Fund)  (always provided that, by effect of such subscription or acquisition, the total amount of their investments in reserved AIFs does not exceed 10% of their financial portfolio; the initial participation amount is not fractionable).

In relation to the offer to non-professional investors in Italy – the Key Information Document (KID) in Italian of the Feeder Fund have been communicated to you before your potential commitment into the Feeder Fund (and in particular through dedicated URLs) and will remain available after your commitment into the Feeder Fund on the page https://services-uk.sungarddx.com/LogOn/128060 and the information on “Facilities available to retail investors” (both in English and in Italian) are available or on the public page https://wealthmanagement.bnpparibas/lu/en/global-general-partner/Information-about-the-facilities-Italy.html.

More globally and in relation to the offer to non-professional investors in Belgium, Germany, Luxembourg and Italy, the Key Information Documents (KID) written in French, Flemish, German, Italian and English have been communicated to you before your potential commitment into the Feeder Fund (and in particular through dedicated URLs) and will remain available after your commitment into the Feeder Fund on the page https://services-uk.sungarddx.com/LogOn/128060.

The Issuing Document of the Feeder Fund is also available for investors only on the same page https://services-uk.sungarddx.com/LogOn/128060.

By accepting this communication, the subscriber agrees to be bound by the foregoing limitations.

BNP Paribas SA (2025). All rights reserved.