1. Why did I receive this Plan Notice, Substitute IRS Form W-9 and Certification Form?

You received a Plan Notice because your Prime Group Holdings account(s) was impacted as described in the Settlement Order entered by the United Security and Exchange Commission (the “Commission” or “SEC”) and you have been identified as a Preliminary Claimant.

2. When are the completed Substitute IRS Form W-9 and Certification Form required in the Plan Notice?

Preliminary Claimants must return a completed Substitute IRS Form W-9 and Certification Form by the Certification Date, which is February 20, 2025, to be eligible for a Distribution Payment. The Certification Date is sixty (60) days from the date on the Plan Notice and Certification Form, which is December 20, 2024, pursuant to the Plan of Distribution.

3. What will happen if I do not return a completed Substitute IRS Form W-9 and Certification Form by the Certification Date?

The Plan Notice and Certification Form sets forth your Recognized Loss, upon which your final Distribution Payment will be calculated. You are required to complete and return the Substitute IRS Form W-9 and Certification Form not later than February 20, 2025, the Certification Date. If you fail to return a completed Substitute IRS Form W-9 and Certification Form by February 20, 2025, you will be deemed an Unresponsive Preliminary Claimant and will not be eligible for a Distribution Payment. NOTE: The Fund Administrator will email or mail a Final Determination Notice to (a) all Preliminary Claimants who timely submitted a Certification Form, notifying the Preliminary Claimants of the Fund Administrator’s eligibility determination, and (b) those Preliminary Claimants who have not responded to the Plan Notice by returning a Certification Form, and/or other requested documentation as described in paragraph 43 of the Plan, notifying the Preliminary Claimant that he, she, or it has been deemed an Unresponsive Preliminary Claimant.

4. What was the settlement about?

On September 5, 2023, the Commission issued the Order instituting and simultaneously settling cease-and-desist proceedings against the Respondent. In the Order, the Commission found that Respondent, a private equity real estate firm focused on alternative real estate asset classes, made inadequate disclosures and materially misleading statements in the offering materials of Fund II, relating to millions of dollars of earned real estate brokerage fees paid between 2017 and 2021 to an affiliated broker (“Affiliate”), which is wholly owned by Respondent’s CEO. The Respondent managed and oversaw the operations of numerous self-storage real estate properties, some of which are fully owned by Fund II, with others managed on behalf of other investors including Respondent’s CEO. Respondent retained employees and independent contractors to source real estate acquisition transactions (“Deal Teams”). The brokerage fees paid Affiliate in connection with property acquisition were used, in part to compensate the Deal Teams that sourced transactions on behalf of Fund II, as well as to pay for operational expenses of Respondent’s operations. Fund II’s offering materials, including its limited partnership agreement, private placement memorandum, and due diligence questionnaires, included statements regarding certain contemplated fees to be paid by Fund II for services, including brokerage fees. These offering materials, however, did not adequately disclose that certain brokerage fees would be paid to Affiliate or that such payment could create a conflict of interest, or that fees received by Affiliate paid for, in part, operation expenses of Respondent. These failures to disclose material information rendered statements made by Respondent to investors in Fund II misleading.

5. What is the relevant period for those impacted by this settlement?

The settlement timeframe (“Relevant Period”) is March 29, 2017 and April 28, 2021.

6. How much was Prime Group Holdings, LLC ordered to pay in the settlement?

The Commission (SEC) ordered the Respondent to pay $11,510,625 in disgorgement, $2,561,197 in prejudgment interest, and a $6,500,000 civil money penalty, for a total of $20,571,822, to the Commission. The Commission also created the Fair Fund, pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty collected, along with the disgorgement and interest collected, can be distributed to harmed investors.

7. Are there tax implications to receiving this payment?

The Commission appointed Heffler, Radetich & Saitta, and LLP as Tax Administrator in this matter. Heffler, Radetich & Saitta, LLP will review the potential tax consequences and a Statement to Eligible Investors (SEI) will be posted to the Tax Information page on this website prior to the disbursement of Fair Fund payments.

8. When will distribution payments be made?

The distribution is anticipated to mail before the end of June 2025, estimated. Please check the website www.primegroupfairfund.com for updates.

9. Is the Recognized Loss amount seen on my Plan Notice the amount I will be paid?

The Recognized Loss amount attributable to a Preliminary Claimant is intended to compensate investors Fund II for improperly disclosed real estate brokerage fees paid to Affiliate between March 29, 2017 and April 28, 2021, inclusive (the “Relevant Period”). The methodology used to determine eligibility and calculate Distribution Payments is set forth in Exhibit A of the Plan. The Recognized Loss may not be the amount of the Distribution Payment you will receive. Instead, in accordance with the Plan, you may receive a pro rata portion of the Fair Fund. Payees will receive a Distribution Payment equal to his, her, or its distribution amount. In no event will a Payee receive from the Fair Fund more than his, her, or its Recognized Loss, plus Reasonable Interest, if applicable.

10. Can I dispute the Recognized Loss amount?

Disputes will be limited to calculation of Recognized Loss. If a Preliminary Claimant disputes their Recognized Loss, such dispute must be detailed on the Certification Form and returned to the Fund Administrator along with any supporting documentation by the Certification Date, which is February 20, 2025. The Fund Administrator will investigate the dispute, and such investigation will include a review of the written dispute as well as any supporting documentation in consultation with Commission staff in order to make a final determination. Pursuant to the Plan, all determinations made by the Fund Administrator in accordance with the Plan in any dispute will be final and not subject to appeal.