-BASED CARRIED INTEREST. AS A RESULT, THE FEES AND EXPENSES ASSOCIATED WITH REAL ESTATE FUND INVESTING MAY EXCEED THOSE OF A LONG-ONLY MUTUAL FUND. RELIANCE ON FUND MANAGER; LACK OF TRANSPARENCY - A REAL ESTATE FUND'S MANAGING MANAGER HAS TOTAL INVESTMENT AUTHORITY OVER THE PRIVATE FUND. THERE IS OFTEN A LACK OF