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PROSPECTUS	Filed Pursuant to Rule 424(b)(3) Registration No. 333-133652

	•	No public market exists for our shares. Our shares cannot be readily sold and there are significant restrictions on the ownership, transferability and redemption of our shares. If you are able to sell your shares, you would likely have to sell them at a substantial discount.
	•	This is considered a blind pool offering because we have acquired a limited number of properties and have not identified most of the properties or securities we plan to acquire with the proceeds from this offering. As a result, you will not be able to evaluate the economic merits of most of our investments prior to purchasing shares.
	•	The amount of distributions we may pay, if any, is uncertain. Due to the risks involved in the ownership of real estate, there is no guarantee of any return on your investment in us and you may lose money.
	•	We may incur debt up to 300% of our net assets, or more if such excess is approved by a majority of our independent directors, which could lead to an inability to pay distributions to our stockholders.
	•	We may be required to borrow money, sell assets or issue new securities for cash to pay our distributions.
	•	Distributions payable to our stockholders may include a return of capital.
	•	We rely on our advisor and its affiliates for our day-to-day operations and the selection of our investments. We will pay substantial fees to our advisor and its affiliates for these services and the agreements governing these fees were not negotiated at arm’s-length.
	•	Some of our officers and one of our directors are officers of our advisor and our sponsor, which manages our advisor. Some of the owners of our sponsor are owners of our property manager and dealer manager. As a result, our sponsor and its affiliates will face conflicts of interest, including significant conflicts in allocating time among us and similar programs sponsored by our sponsor.
	•	If we fail to qualify as a REIT, it would adversely affect our operations and our ability to make distributions to our stockholders.

											Marketing Support Fee
											($.25) and Due
											Diligence Expense				Net Proceeds
			Price to Public*				Selling Commissions*				Reimbursement ($.05)*				(Before Expenses)
Primary Offering
	Per Share		$	10.00			$	0.70			$	0.30			$	9.00
	Total Minimum			2,000,000				140,000				60,000				1,800,000
	Total Maximum		$	2,000,000,000			$	140,000,000			$	60,000,000			$	1,800,000,000
Distribution Reinvestment Plan
	Per Share		$	9.50			$	—			$	—			$	9.50
	Total Maximum		$	200,000,000			$	—			$	—			$	200,000,000

*

The selling commissions and all or a portion of the marketing support fee will not be charged with regard to shares sold in our primary offering to or for the account of our directors and officers, our affiliates and certain persons affiliated with broker-dealers participating in the primary offering. Selling commissions will not be charged for shares sold in the primary offering to investors that have engaged the services of a financial advisor paid on a fee-for-service basis by the investor. Selling commissions will be reduced in connection with sales of certain minimum numbers of shares. The reduction in these fees will be accompanied by a corresponding reduction in the per share purchase price. See “Plan of Distribution.”

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	•	a net worth of at least $150,000; or
	•	an annual gross income of at least $45,000 and a net worth of at least $45,000.

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QUESTIONS AND ANSWERS ABOUT THIS OFFERING					1
PROSPECTUS SUMMARY					5
	NNN Healthcare/ Office REIT, Inc.				5
	Summary Risk Factors				5
	Investment Objectives				6
	Our Advisor				6
	Our Sponsor and Triple Net Properties				6
	Our Dealer Manager				7
	Our Board of Directors				7
	Description of Investments				7
	Our Operating Partnership				7
	Conflicts of Interest				8
	Our Structure				9
	Compensation to the Advisor and Affiliates				9
	Prior Investment Programs				12
	Distribution Reinvestment Plan				12
	Distribution Policy				13
	Liquidity Events				13
	Share Repurchase Plan				13
	Employee Benefit Plan and IRA Considerations				14
	Restrictions on Share Ownership				14
	About this Prospectus				14
RISK FACTORS					15
	Investment Risks				15
		There is currently no public market for our common stock. Therefore, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a substantial discount			15
		This is a blind pool offering, because we have identified a limited number of the specific investments we intend to make with the net proceeds we will receive from this offering. If we are unable to find suitable investments, we may not be able to achieve our investment objectives			15
		You may be unable to sell your shares because your ability to have your shares repurchased pursuant to our share repurchase plan is subject to significant restrictions and limitations			15
		This is a “best efforts” offering and if we are unable to raise substantial funds, we will be limited in the number and type of investments we may make, which will result in a less diversified portfolio			16
		This is a fixed price offering and the fixed offering price may not accurately represent the current value of our assets at any particular time. Therefore the purchase price you paid for shares of our common stock may be higher than the value of our assets per share of our common stock at the time of your purchase			16
		Payments to our advisor related to its subordinated participation interest in our operating partnership will reduce cash available for distribution to our stockholders			16
		The business and financial due diligence investigation of us was conducted by an affiliate. That investigation might not have been as thorough as an investigation conducted by an unaffiliated third party, and might not have uncovered facts that would be important to a potential investor			17

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	We presently intend to effect a liquidity event by September 20, 2013; however, there can be no assurance that we will effect a liquidity event within such time or at all; if we do not effect a liquidity event, it will be very difficult for you to have liquidity for your investment in shares of our common stock			17
Risks Relating to Our Business				17
	We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives; and the prior performance of other NNN programs may not be an accurate predictor of our future results			17
	We may suffer from delays in locating suitable investments, which could reduce our ability to make distributions to our stockholders and your return on your investment			17
	The availability and timing of cash distributions to our stockholders is uncertain			18
	We may not have sufficient cash available from operations to pay distributions, and, therefore, distributions may include a return of capital.			18
	We are uncertain of our sources of debt or equity for funding our future capital needs. If we cannot obtain funding on acceptable terms, our ability to make necessary capital improvements to our properties may be impaired or delayed			18
	We may structure acquisitions of property in exchange for limited partnership units in our operating partnership on terms that could limit our liquidity or our flexibility			18
	Our success will be dependent on the performance of our advisor			19
	Our results of operations, our ability to pay distributions to our stockholders and our ability to dispose of our investments are subject to general economic and regulatory factors we cannot control or predict			19
	Our advisor and its affiliates have no obligation to defer or forgive fees or loans or advance any funds to us, which could reduce our ability to make investments or pay distributions			20
	The ongoing SEC investigation of Triple Net Properties could adversely impact our advisor’s ability to perform its duties to us			20
Risks Related to Conflicts of Interest				20
	We will compete with other NNN programs for investment opportunities. As a result, our advisor may not cause us to invest in favorable investment opportunities which may reduce our returns on our investments			20
	The conflicts of interest faced by our officers and our non-independent director may cause us not be managed solely in the best interests of our stockholders, which may adversely affect our results of operation and the value of your investment			21
	If we enter into joint ventures with affiliates, we may face conflicts of interest or disagreements with our joint venture partners that will not be resolved as quickly or on terms as advantageous to us as would be the case if the joint venture had been negotiated at arm’s length with an independent joint venture partner			21
	Our advisor will face conflicts of interest relating to its compensation structure, which could result in actions that are not necessarily in the long-term best interests of our stockholders			22
	The distribution payable to our advisor upon termination of the advisory agreement may influence decisions about terminating our advisor or our acquisition or disposition of investments.			22
	We may acquire properties and mortgage loan investments from, or dispose of assets to, affiliates of our advisor, which could result in us entering into transactions on less favorable terms than we would receive from a third party or that negatively affect the public’s perception of us			22
	The fees we pay our advisor under the advisory agreement and the distributions payable to our advisor under our operating partnership agreement were not determined on an arm’s-length basis and therefore may not be on the same terms as those we could negotiate with an unrelated party			23

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Risks Associated with Our Organizational Structure				23
	We may issue preferred stock or other classes of common stock, which issuance could adversely affect the holders of our common stock issued pursuant to this offering			23
	The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that may have benefited our stockholders			23
	Our board of directors may change our investment objectives without seeking stockholder approval.			23
	Maryland law and our organizational documents limit your right to bring claims against our officers and directors			24
	Certain provisions of Maryland law could restrict a change in control even if a change in control were in our stockholders’ interests			24
	Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act			24
Risks Related to Investments in Real Estate				25
	Changes in national, regional or local economic, demographic or real estate market conditions may adversely affect our results of operations and our ability to pay distributions to our stockholders or reduce the value of your investment			25
	If we acquire real estate at a time when the real estate market is experiencing substantial influxes of capital investment and competition for income producing properties, the real estate investments we make may not appreciate or may decrease in value			26
	Competition with third parties in acquiring properties and other investments may reduce our profitability and the return on your investment			26
	Some or all of our properties may incur vacancies, which may result in reduced revenue and resale value, a reduction in cash available for distribution and a diminished return on your investment			26
	We are dependent on tenants for our revenue, and lease terminations could reduce our distributions to our stockholders			26
	Long-term leases may not result in fair market lease rates over time; therefore, our income and our distributions to our stockholders could be lower than if we did not enter into long-term leases			27
	We may be unable to secure funds for future tenant or other capital improvements, which could limit our ability to attract or replace tenants and decrease your return on investment			27
	Uninsured losses relating to real estate and lender requirements to obtain insurance may reduce your returns			27
	Delays in the acquisition, development and construction of real properties may have adverse effects on our results of operations and returns to our stockholders			27
	Uncertain market conditions relating to the future disposition of properties could cause us to sell our properties at a loss in the future			28
	We face possible liability for environmental cleanup costs and damages for contamination related to properties we acquire, which could substantially increase our costs and reduce our liquidity and cash distributions to stockholders			28
	Our real estate investments may be concentrated in medical office or other healthcare-related facilities, making us more vulnerable economically than if our investments were diversified			28
	Certain of our properties may not have efficient alternative uses, so the loss of a tenant may cause us not to be able to find a replacement or cause us to spend considerable capital to adapt the property to an alternative use			29
	Our medical office buildings, healthcare-related facilities and tenants may be unable to compete successfully			29
	Our costs associated with complying with the Americans with Disabilities Act may reduce our cash available for distributions			29

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	Our real properties will be subject to property taxes that may increase in the future, which could adversely affect our cash flow			30
	Costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high			30
Risks Relating to the Healthcare Industry				30
	Reductions in reimbursement from third party payors, including Medicare and Medicaid, could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us			30
	We face increasing competition for the acquisition of medical office buildings and other healthcare-related facilities, which may impede our ability to make future acquisitions or may increase the cost of these acquisitions			31
	The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us			31
	Tenants of our medical office buildings and healthcare-related facilities will be subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make rent payments to us			32
	Adverse trends in healthcare provider operations may negatively affect our lease revenues and our ability to make distributions to our stockholders			32
	Tenants of our medical office buildings and healthcare-related facilities may be subject to significant legal actions that could subject them to increased operating costs and substantial uninsured liabilities, which may affect their ability to pay their rent payments to us			33
Risks Related to Investments in Real Estate Related Securities				33
	We do not have substantial experience in acquiring mortgage loans or investing in real estate related securities, which may result in our real estate related investments failing to produce returns or incurring losses.			33
	Real estate related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities			34
	The mortgage loans in which we may invest and the mortgage loans underlying the mortgage-backed securities in which we may invest may be impacted by unfavorable real estate market conditions, which could decrease their value			34
	Delays in liquidating defaulted mortgage loan investments could reduce our investment return			34
	The collateralized mortgage–backed securities in which we may invest are subject to several types of risks			34
	The mezzanine loans in which we may invest would involve greater risks of loss than senior loans secured by income-producing real properties			35
	We expect a portion of our real estate related securities investments to be illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions			35
	Interest rate and related risks may cause the value of our real estate related securities investments to be reduced			35
	If we liquidate prior to the maturity of our real estate securities investments, we may be forced to sell those investments on unfavorable terms or at a loss			36
Risks Associated with Debt Financing				36
	We will incur mortgage indebtedness and other borrowings, which may increase our business risks, could hinder our ability to make distributions and could decrease the value of your investment			36
	Higher mortgage rates may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our stockholders			37

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		Increases in interest rates could increase the amount of our debt payments and therefore negatively impact our operating results			37
		Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders			37
		If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to refinance or sell properties on favorable terms, and to make distributions to stockholders			37
	Risks Associated with Joint Ventures				37
		The terms of joint venture agreements or other joint ownership arrangements into which we may enter could impair our operating flexibility and our results of operations			37
		We may structure our joint venture relationships in a manner which may limit the amount we participate in the cash flow or appreciation of an investment			38
	Federal Income Tax Risks				38
		Failure to qualify as a REIT for federal income tax purposes would subject us to federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders			38
		To qualify as a REIT and to avoid the payment of federal income and excise taxes and maintain our REIT status, we may be forced to borrow funds, use proceeds from the issuance of securities (including this offering), or sell assets to pay distributions, which may result in our distributing amounts that may otherwise be used for our operations			39
		If our operating partnership fails to maintain its status as a partnership for federal income tax purposes, its income would be subject to taxation and our REIT status would be terminated.			39
		You may have current tax liability on distributions you elect to reinvest in shares of our common stock			40
		Dividends paid by REITs do not qualify for the reduced tax rates that apply to other corporate dividends			40
		In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to you			40
		Distributions to tax-exempt investors may be classified as unrelated business taxable income			40
		Complying with the REIT requirements may cause us to forego otherwise attractive opportunities			41
		Changes to federal income tax laws or regulations could adversely affect investors			41
	Employee Benefit Plan and IRA Risks				41
		If you fail to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our common stock, you could be subject to criminal and civil penalties			41
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS					42
ESTIMATED USE OF PROCEEDS					43
INVESTMENT OBJECTIVES, STRATEGY AND CRITERIA					45
	Investment Objectives				45
	Investment Strategy				45
	Real Property Investments				46
	Joint Venture Investments				52
	Securities Investments				52
	Borrowing Policies				53
	Disposition Policies				54
	Liquidity Events				55
	Construction and Development Activities				55
	Tenant Improvements				55

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	Terms of Leases			55
	Investment Limitations			56
	Change in Investment Objectives and Policies			57
	Issuing Securities for Property			57
	Real Estate Acquisitions			57
	Investment Company Act Considerations			58
MANAGEMENT				67
	Board of Directors			67
	Duties of Directors			67
	Committees of the Board of Directors			68
	Directors and Executive Officers			69
	Compensation of Directors and Officers			71
	Incentive Stock Plan			73
	Limited Liability and Indemnification of Directors, Officers and Others			74
	Our Advisor			76
	Triple Net Properties			76
	The Advisory Agreement			80
	Ownership Interests			83
	Affiliated Companies			84
COMPENSATION TABLE				85
BENEFICIAL OWNERSHIP				90
CONFLICTS OF INTEREST				91
	Interests in Other Real Estate Programs			91
	Allocation of Our Advisor’s Time			92
	Competition			92
	Affiliated Dealer Manager			93
	Affiliated Property Manager			93
	Lack of Separate Representation			93
	Joint Ventures with Affiliates of Our Advisor			93
	Fees and Other Cash Distributions to Our Advisor and its Affiliates			93
	Interests in Our Investments			94
	Certain Conflict Resolution Restrictions and Procedures			94
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				96
	Results of Operations			102
	Liquidity and Capital Resources			102
	Quantitative and Qualitative Disclosures About Market Risk			110
PRIOR PERFORMANCE SUMMARY				111
	References in the Summary			113
	Public Programs			115
	Private Programs			120
	Legal Proceeding Involving Triple Net Properties			164
FEDERAL INCOME TAX CONSIDERATIONS				164
	General			164
	REIT Qualification			165

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	Taxation of Healthcare/ Office REIT			165
	Requirements for Qualification as a REIT			167
	Failure to Qualify as a REIT			172
	Taxation of Taxable U.S. Stockholders			173
	Treatment of Tax-Exempt Stockholders			175
	Statement of Stock Ownership			176
	State and Local Taxation			176
	Federal Income Tax Aspects of Our Operating Partnership			176
EMPLOYEE BENEFIT PLAN AND IRA CONSIDERATIONS				179
	Prohibited Transactions			180
	Plan Asset Considerations			180
	Other Prohibited Transactions			182
DESCRIPTION OF CAPITAL STOCK				182
	Common Stock			183
	Preferred Stock			183
	Meetings and Special Voting Requirements			183
	Restriction on Ownership of Shares			184
	Distribution Policy			185
	Distribution Reinvestment Plan			186
	Share Repurchase Plan			187
	Restrictions on Roll-Up Transactions			189
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS				190
	Business Combinations			190
	Control Share Acquisitions			190
	Subtitle 8			191
	Advance Notice of Director Nominations and New Business			192
	Anti-takeover Effect of Certain Provisions of Maryland Law and of the Charter and Bylaws			192
THE OPERATING PARTNERSHIP AGREEMENT				192
	General			192
	Capital Contributions			193
	Issuance of Additional Units			193
	Operations			193
	Distributions and Allocations			194
	Amendments			195
	Redemption Rights			195
	Transferability of Interests			196
	Term			196
	Tax Matters			197
	Indemnification			197
PLAN OF DISTRIBUTION				198
	General			198
	Dealer Manager and Participating Broker-Dealer Compensation and Terms			198
	Minimum Offering			202
	Admission of Stockholders			202
	Minimum Investment			202

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	Automatic Investment Plan			202
REPORTS TO STOCKHOLDERS				203
SUPPLEMENTAL SALES MATERIAL				203
LEGAL MATTERS				204
EXPERTS				204
WHERE YOU CAN FIND ADDITIONAL INFORMATION				204
INDEX TO FINANCIAL STATEMENTS				F-1
APPENDIX A  PRIOR PERFORMANCE TABLES				A-1
APPENDIX B  SUBSCRIPTION AGREEMENT				B-1
APPENDIX C  DISTRIBUTION REINVESTMENT PLAN				C-1
APPENDIX D  SHARE REPURCHASE PLAN				D-1
EXHIBIT 1.1.1
EXHIBIT 10.1.1
EXHIBIT 10.13
EXHIBIT 10.14
EXHIBIT 10.15
EXHIBIT 10.16
EXHIBIT 10.17
EXHIBIT 10.18
EXHIBIT 10.19
EXHIBIT 10.20
EXHIBIT 10.21
EXHIBIT 10.22
EXHIBIT 10.23
EXHIBIT 10.24
EXHIBIT 10.25
EXHIBIT 10.26
EXHIBIT 10.27
EXHIBIT 10.28
EXHIBIT 21.1
EXHIBIT 23.3
EXHIBIT 23.4

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Q:		What is a real estate investment trust, or REIT?
A:		In general, a REIT is a company that:
		• combines the capital of many investors to acquire or provide financing for real estate;
		• pays annual distributions to investors of at least 90% of its taxable income (computed without regard to the dividends paid deduction and excluding net capital gain);
		• avoids the “double taxation” treatment of income that would normally result from investments in a corporation because a REIT is not generally subject to federal corporate income taxes on its net income that it distributes to stockholders; and
		• allows individual investors to invest in a large-scale diversified real estate portfolio through the purchase of shares in the REIT.
Q:		How will you structure the ownership and operation of your assets?
A:		We plan to own substantially all of our assets and conduct our operations through an operating partnership, NNN Healthcare/ Office REIT Holdings, L.P., which was organized in Delaware on April 20, 2006. We are the sole general partner of NNN Healthcare/ Office REIT Holdings, L.P., which we refer to as either Healthcare/ Office OP or our operating partnership. Because we will conduct substantially all of our operations through an operating partnership, we are organized in what is referred to as an “UPREIT” structure.
Q:		What is an “UPREIT”?
A:		UPREIT stands for Umbrella Partnership Real Estate Investment Trust. We use the UPREIT structure because a contribution of property directly to us is generally a taxable transaction to the contributing property owner. In this structure, a contributor of a property who desires to defer taxable gain on the transfer of his or her property may transfer the property to the partnership in exchange for limited partnership units and defer taxation of gain until the contributor later exchanges his or her limited partnership units, normally, on a one-for-one basis for shares of the common stock of the REIT. We believe that using an UPREIT structure gives us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results.
Q:		Do you currently own any real estate or real estate related securities?
A:		Yes. We have acquired a limited number of properties. We have not yet identified most of the real estate or real estate related securities we will acquire with the proceeds from this offering. Because we have acquired a limited number of properties and identified a limited number of additional investment opportunities, this offering is considered a “blind pool.”
Q:		What will you do with the money raised in this offering?
A:		We will use your net investment proceeds to purchase medical office buildings, healthcare-related facilities and quality commercial office properties. To a lesser extent, we may also invest in real estate related securities. We will focus primarily on investments that produce current income. The diversification of our portfolio is dependent upon the amount of proceeds we receive in this offering. We expect that at least 88.5% of the money you invest will be used to acquire our targeted investments and pay related acquisition fees and expenses and the remaining up to 11.5% will be used to pay fees and expenses of this offering. Until we invest the proceeds of this offering in our targeted investments, we may invest in short-term, highly liquid or other authorized investments. Such short-term investments will not earn significant returns, and we cannot guarantee how long it will take to fully invest the proceeds in properties.

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Q:		What kind of offering is this?
A:		Through our dealer manager, we are offering a minimum of $2,000,000 in shares of our common stock and a maximum of $2,000,000,000 in shares in our primary offering on a “best efforts” basis at $10.00 per share. We are also offering $200,000,000 in shares of common stock pursuant to our distribution reinvestment plan at $9.50 per share to those stockholders who elect to participate in such plan as described in this prospectus. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the distribution reinvestment plan.
Q:		How does a “best efforts” offering work?
A:		When shares are offered to the public on a “best efforts” basis, the brokers participating in the offering are only required to use their best efforts to sell the shares and have no firm commitment or obligation to purchase any shares. Therefore, we cannot guarantee that any specific number of shares will be sold. We intend to admit stockholders periodically as subscriptions for shares are received, but not less frequently than monthly. As of January 8, 2007, excluding shares purchased by our executive officers and directors, our dealer manager and our advisor and its affiliates, we had received and accepted subscriptions in our offering for 200,846 shares of common stock, or $2,004,000, thereby exceeding the minimum offering. Having raised the minimum offering, the offering proceeds were released by the escrow agent to us and are available for the acquisition of properties and the other purposes disclosed in the prospectus. As of April 12, 2007, we had accepted subscriptions in our offering for 3,626,010 shares of common stock, or approximately $36,218,000, excluding shares issued pursuant to our distribution reinvestment plan.
Q:		How long will this offering last?
A:		We will sell shares until the earlier of September 20, 2008, or the date on which the maximum has been sold. We also reserve the right to terminate this offering at any time.
Q:		Who can buy shares?
A:		Generally, you can buy shares pursuant to this prospectus provided that you have either (1) a net worth of at least $150,000, or (2) an annual gross income of at least $45,000 and a net worth of at least $45,000. For this purpose, net worth does not include your home, home furnishings or personal automobiles. However, these minimum levels are higher in certain states, so you should carefully read the more detailed description under “Suitability Standards” on page i of this prospectus.
Q:		Is there any minimum investment required?
A:		Yes. The minimum investment is 100 shares, which equals a minimum investment of at least $1,000, except for purchases by (1) our existing stockholders, including purchases made pursuant to our distribution reinvestment plan, and (2) existing investors in other programs sponsored by our sponsor, NNN Realty Advisors, Inc., or any of our sponsor’s affiliates, which may be in lesser amounts.
Q:		How do I subscribe for shares?
A:		Investors who meet the suitability standards described herein may purchase shares of our common stock. See “Suitability Standards” on page i. Investors seeking to purchase shares of our common stock must proceed as follows:

	•	Read this entire prospectus and any appendices and supplements accompanying this prospectus.
	•	Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix B.
	•	Deliver a check for the full purchase price of the shares of our common stock being subscribed for along with the completed subscription agreement to the registered broker-dealer or investment advisor. Your check should be made payable to “NNN Healthcare/ Office REIT.”
	•	By executing the subscription agreement and paying the total purchase price for the shares of our common stock subscribed for, each investor represents that he meets the suitability standards as stated in the subscription agreement and agrees to be bound by all of its terms.

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	Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or part. Subscriptions will be accepted or rejected within 30 days of receipt by us and, if rejected, all funds shall be returned to subscribers without deduction for any expenses within 10 business days from the date the subscription is rejected. We are not permitted to accept a subscription for shares of our common stock until at least five business days after the date you receive this prospectus.
	An approved trustee must process and forward to us subscriptions made through individual retirement accounts, or IRAs, Keough plans and 401(k) plans. In the case of investments through IRAs, Keough plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Q:		If I buy shares, will I receive distributions and how often?
A:		Provided we have sufficient available cash flow, we expect to pay distributions on a monthly basis to our stockholders. On February 14, 2007, our board of directors approved a distribution rate of 7.25% per annum to be paid to stockholders beginning with our February 2007 monthly distribution that was paid in March 2007. Our distribution policy is set by our board of directors and is subject to change based on available cash flows. We cannot guarantee the amount of distributions paid in the future, if any.
		If you are a taxable stockholder, distributions that you receive, including distributions that are reinvested pursuant to our distribution reinvestment plan, generally will be taxed as ordinary income to the extent they are from our current or accumulated earnings and profits, unless we have designated all or a portion of the distribution as a capital gain distribution. In such case, such designated portion of the distribution will be treated as a capital gain. To the extent that we make a distribution in excess of our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital, reducing the tax basis in your shares, and the amount of each distribution in excess of your tax basis in your shares will be taxable as a gain realized from the sale of your shares. Additionally, for example, because depreciation expense reduces taxable income but does not reduce cash available for distribution, if our distributions exceed our current and accumulated earnings and profits, the portion of such distributions to you exceeding our current and accumulated earnings and profits (to the extent of your positive basis in your shares) will be considered a return of capital to you for tax purposes. These amounts will not be subject to income tax immediately but will instead reduce the tax basis of your investment, in effect, deferring a portion of your income tax until you sell your shares or we liquidate assuming we do not make any future distributions in excess of our current and accumulated earnings and profits at a time that your tax basis in your shares is zero. If you are a tax-exempt entity, distributions from us generally will not constitute unrelated business taxable income, or UBTI, unless you have borrowed to acquire or carry your stock or have used the shares in a trade or business. There are exceptions to this rule for certain types of tax-exempt entities. Because each investor’s tax considerations are different, especially the treatment of tax-exempt entities, we suggest that you consult with your tax advisor. Please see “Federal Income Tax Considerations — Taxation of Taxable U.S. Stockholders;” “Federal Income Tax Considerations — Treatment of Tax-Exempt Stockholders;” and “Description of Capital Stock — Distribution Reinvestment Plan.”
Q:		May I reinvest my distributions?
A:		Yes. Please see “Description of Capital Stock — Distribution Reinvestment Plan” for more information regarding our distribution reinvestment plan.
Q:		If I buy shares of common stock in this offering, how may I later sell them?
A:		At the time you purchase the shares of common stock, they will not be listed for trading on any national securities exchange. As a result, if you wish to sell your shares, you may not be able to do so promptly or at all, or you may only be able to sell them at a substantial discount from the price you paid. In general, however, you may sell your shares to any buyer that meets the applicable suitability standards unless such sale would cause the buyer to own more than 9.8% of the value of our then

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		outstanding capital stock (which includes common stock and any preferred stock we may issue) or more than 9.8% of the value or number of shares, whichever is more restrictive, of our then outstanding common stock. See “Suitability Standards” and “Description of Capital Stock — Restriction on Ownership of Shares.” We have adopted a share repurchase plan, as discussed under “Description of Capital Stock — Share Repurchase Plan,” which may provide limited liquidity for some of our stockholders.
Q:		Will I be notified of how my investment is doing?
A:		Yes, you will receive periodic updates on the performance of your investment with us, including:
		• Four quarterly investment statements, which will generally include a summary of the amount you have invested, the monthly distributions declared and the amount of distributions reinvested under our distribution reinvestment plan, as applicable;
		• An annual report after the end of each year; and
		• An annual IRS Form 1099 after the end of each year.
Q:		When will I get my detailed tax information?
A:		Your Form 1099 tax information will be placed in the mail by January 31 of each year.
Q:		Who can help answer my questions?
A:		For questions about the offering or to obtain additional copies of this prospectus, contact your registered broker-dealer or investment advisor or contact:

	Investor Services Department
	NNN Healthcare/ Office REIT Advisor, LLC
	1551 N. Tustin Avenue, Suite 200
	Santa Ana, California 92705
	Telephone: (877) 888-7348 or (714) 667-8252
	Facsimile: (714) 667-6843

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	There is currently no public market for our common stock. Therefore, it will be difficult for you to sell your shares and, if you are able to sell your shares, you will likely sell them at a substantial discount.

	This is a blind pool offering, because we have identified a limited number of the specific investments we intend to make with the net proceeds we will receive from this offering. If we are unable to find suitable investments, we may not be able to achieve our investment objectives.

	You may be unable to sell your shares because your ability to have your shares repurchased pursuant to our share repurchase plan is subject to significant restrictions and limitations.

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	This is a “best efforts” offering and if we are unable to raise substantial funds, we will be limited in the number and type of investments we may make, which will result in a less diversified portfolio.

	This is a fixed price offering and the fixed offering price may not accurately represent the current value of our assets at any particular time. Therefore the purchase price you paid for shares of our common stock may be higher than the value of our assets per share of our common stock at the time of your purchase.

	Payments to our advisor related to its subordinated participation interest in our operating partnership will reduce cash available for distribution to our stockholders.

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	The business and financial due diligence investigation of us was conducted by an affiliate. That investigation might not have been as thorough as an investigation conducted by an unaffiliated third party, and might not have uncovered facts that would be important to a potential investor.

	We presently intend to effect a liquidity event by September 20, 2013; however, there can be no assurance that we will effect a liquidity event within such time or at all; if we do not effect a liquidity event, it will be very difficult for you to have liquidity for your investment in shares of our common stock.

	We have a limited operating history and there is no assurance that we will be able to successfully achieve our investment objectives; and the prior performance of other NNN programs may not be an accurate predictor of our future results.

	We may suffer from delays in locating suitable investments, which could reduce our ability to make distributions to our stockholders and your return on your investment.

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	The availability and timing of cash distributions to our stockholders is uncertain.

	We may not have sufficient cash available from operations to pay distributions, and, therefore, distributions may include a return of capital.

	We are uncertain of our sources of debt or equity for funding our future capital needs. If we cannot obtain funding on acceptable terms, our ability to make necessary capital improvements to our properties may be impaired or delayed.

	We may structure acquisitions of property in exchange for limited partnership units in our operating partnership on terms that could limit our liquidity or our flexibility.

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	Our success will be dependent on the performance of our advisor.

	Our results of operations, our ability to pay distributions to our stockholders and our ability to dispose of our investments are subject to general economic and regulatory factors we cannot control or predict.

	•	Poor economic times may result in defaults by tenants of our properties and borrowers. We may also be required to provide rent concessions or reduced rental rates to maintain or increase occupancy levels;
	•	Job transfers and layoffs may cause vacancies to increase and a lack of future population and job growth may make it difficult to maintain or increase occupancy levels;
	•	Increases in supply of competing properties or decreases in demand for our properties may impact our ability to maintain or increase occupancy levels;
	•	Changes in interest rates and availability of debt financing could render the sale of properties difficult or unattractive;
	•	Periods of high interest rates may reduce cash flow from leveraged properties; and

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	•	Increased insurance premiums, real estate taxes or energy or other expenses may reduce funds available for distribution or, to the extent such increases are passed through to tenants, may lead to tenant defaults. Also, any such increased expenses may make it difficult to increase rents to tenants on turnover, which may limit our ability to increase our returns.

	Our advisor and its affiliates have no obligation to defer or forgive fees or loans or advance any funds to us, which could reduce our ability to make investments or pay distributions.

	The ongoing SEC investigation of Triple Net Properties could adversely impact our advisor’s ability to perform its duties to us.

	We will compete with other NNN programs for investment opportunities. As a result, our advisor may not cause us to invest in favorable investment opportunities which may reduce our returns on our investments.

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	The conflicts of interest faced by our officers and our non-independent director may cause us not to be managed solely in the best interests of our stockholders, which may adversely affect our results of operation and the value of your investment.

	If we enter into joint ventures with affiliates, we may face conflicts of interest or disagreements with our joint venture partners that will not be resolved as quickly or on terms as advantageous to us as would be the case if the joint venture had been negotiated at arm’s length with an independent joint venture partner.

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	Our advisor will face conflicts of interest relating to its compensation structure, which could result in actions that are not necessarily in the long-term best interests of our stockholders.

	The distribution payable to our advisor upon termination of the advisory agreement may influence decisions about terminating our advisor or our acquisition or disposition of investments.

	We may acquire assets from, or dispose of assets to, affiliates of our advisor, which could result in us entering into transactions on less favorable terms than we would receive from a third party or that negatively affect the public’s perception of us.

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	The fees we pay our advisor under the advisory agreement and the distributions payable to our advisor under our operating partnership agreement were not determined on an arm’s-length basis and therefore may not be on the same terms as those we could negotiate with an unrelated party.

	We may issue preferred stock or other classes of common stock, which issuance could adversely affect the holders of our common stock issued pursuant to this offering.

	•	a merger, offer or proxy contest;
	•	assumption of control by a holder of large block of our securities; or
	•	removal of incumbent management.

	The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that may have benefited our stockholders.

	Our board of directors may change our investment objectives without seeking stockholder approval.

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	Maryland law and our organizational documents limit your right to bring claims against our officers and directors.

	Certain provisions of Maryland law could restrict a change in control even if a change in control were in our stockholders’ interests.

	•	any person who beneficially owns 10% or more of the voting power of our common stock, which we refer to as an interested stockholder;
	•	an affiliate of ours who, at any time within the two-year period prior to the date in question, was an interested stockholder; or
	•	an affiliate of an interested stockholder.

	Your investment return may be reduced if we are required to register as an investment company under the Investment Company Act.

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	•	limitations on capital structure;
	•	restrictions on specified investments;
	•	prohibitions on transactions with affiliates; and
	•	compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

	Changes in national, regional or local economic, demographic or real estate market conditions may adversely affect our results of operations and our ability to pay distributions to our stockholders or reduce the value of your investment.

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	If we acquire real estate at a time when the real estate market is experiencing substantial influxes of capital investment and competition for income producing properties, the real estate investments we make may not appreciate or may decrease in value.

	Competition with third parties in acquiring properties and other investments may reduce our profitability and the return on your investment.

	Some or all of our properties may incur vacancies, which may result in reduced revenue and resale value, a reduction in cash available for distribution and a diminished return on your investment.

	We are dependent on tenants for our revenue, and lease terminations could reduce our distributions to our stockholders.

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	Long-term leases may not result in fair market lease rates over time; therefore, our income and our distributions to our stockholders could be lower than if we did not enter into long-term leases.

	We may be unable to secure funds for future tenant or other capital improvements, which could limit our ability to attract or replace tenants and decrease your return on investment.

	Uninsured losses relating to real estate and lender requirements to obtain insurance may reduce your returns.

	Delays in the acquisition, development and construction of real properties may have adverse effects on our results of operations and returns to our stockholders.

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	Uncertain market conditions relating to the future disposition of properties could cause us to sell our properties at a loss in the future.

	We face possible liability for environmental cleanup costs and damages for contamination related to properties we acquire, which could substantially increase our costs and reduce our liquidity and cash distributions to stockholders.

	Our real estate investments may be concentrated in medical office or other healthcare-related facilities, making us more vulnerable economically than if our investments were diversified.

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	Certain of our properties may not have efficient alternative uses, so the loss of a tenant may cause us not to be able to find a replacement or cause us to spend considerable capital to adapt the property to an alternative use.

	Our medical office buildings, healthcare-related facilities and tenants may be unable to compete successfully.

	Our costs associated with complying with the Americans with Disabilities Act may reduce our cash available for distributions.

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	Our real properties will be subject to property taxes that may increase in the future, which could adversely affect our cash flow.

	Costs of complying with governmental laws and regulations related to environmental protection and human health and safety may be high.

	Reductions in reimbursement from third party payors, including Medicare and Medicaid, could adversely affect the profitability of our tenants and hinder their ability to make rent payments to us.

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	We face increasing competition for the acquisition of medical office buildings and other healthcare-related facilities, which may impede our ability to make future acquisitions or may increase the cost of these acquisitions.

	The healthcare industry is heavily regulated, and new laws or regulations, changes to existing laws or regulations, loss of licensure or failure to obtain licensure could result in the inability of our tenants to make rent payments to us.

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	Tenants of our medical office buildings and healthcare-related facilities will be subject to fraud and abuse laws, the violation of which by a tenant may jeopardize the tenant’s ability to make rent payments to us.

	•	the Federal Anti-Kickback Statute, which prohibits, among other things, the offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, the referral of any item or service reimbursed by Medicare or Medicaid;
	•	the Federal Physician Self-Referral Prohibition, which, subject to specific exceptions, restricts physicians from making referrals for specifically designated health services for which payment may be made under Medicare or Medicaid programs to an entity with which the physician, or an immediate family member, has a financial relationship;
	•	the False Claims Act, which prohibits any person from knowingly presenting false or fraudulent claims for payment to the federal government, including claims paid by the Medicare and Medicaid programs; and
	•	the Civil Monetary Penalties Law, which authorizes the U.S. Department of Health and Human Services to impose monetary penalties for certain fraudulent acts.

	Adverse trends in healthcare provider operations may negatively affect our lease revenues and our ability to make distributions to our stockholders.

	•	changes in the demand for and methods of delivering healthcare services;
	•	changes in third party reimbursement policies;

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	•	significant unused capacity in certain areas, which has created substantial competition for patients among healthcare providers in those areas;
	•	continuing pressure by private and governmental payors to reduce payments to providers of services; and
	•	increased scrutiny of billing, referral and other practices by federal and state authorities.

	Tenants of our medical office buildings and healthcare-related facilities may be subject to significant legal actions that could subject them to increased operating costs and substantial uninsured liabilities, which may affect their ability to pay their rent payments to us.

	We do not have substantial experience in acquiring mortgage loans or investing in real estate related securities, which may result in our real estate related securities investments failing to produce returns or incurring losses.

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	Real estate related equity securities in which we may invest are subject to specific risks relating to the particular issuer of the securities and may be subject to the general risks of investing in subordinated real estate securities.

	The mortgage loans in which we may invest and the mortgage loans underlying the mortgage-backed securities in which we may invest may be impacted by unfavorable real estate market conditions, which could decrease their value.

	Delays in liquidating defaulted mortgage loan investments could reduce our investment returns.

	The collateralized mortgage–backed securities in which we may invest are subject to several types of risks.

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	The mezzanine loans in which we may invest would involve greater risks of loss than senior loans secured by income-producing real properties.

	We expect a portion of our real estate related securities investments to be illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.

	Interest rate and related risks may cause the value of our real estate related securities investments to be reduced.

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	If we liquidate prior to the maturity of our real estate securities investments, we may be forced to sell those investments on unfavorable terms or at a loss.

	We will incur mortgage indebtedness and other borrowings, which may increase our business risks, could hinder our ability to make distributions and could decrease the value of your investment.

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	Higher mortgage rates may make it more difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make to our stockholders.

	Increases in interest rates could increase the amount of our debt payments and therefore negatively impact our operating results.

	Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

	If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to refinance or sell properties on favorable terms, and to make distributions to stockholders.

	The terms of joint venture agreements or other joint ownership arrangements into which we may enter could impair our operating flexibility and our results of operations.

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	•	a venture partner may at any time have economic or other business interests or goals which become inconsistent with our business interests or goals, including inconsistent goals relating to the sale of properties held in a joint venture or the timing of the termination and liquidation of the venture;
	•	a venture partner might become bankrupt and such proceedings could have an adverse impact on the operation of the partnership or joint venture;
	•	actions taken by a venture partner might have the result of subjecting the property to liabilities in excess of those contemplated; and
	•	a venture partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, including our policy with respect to qualifying and maintaining our qualification as a REIT.

	We may structure our joint venture relationships in a manner which may limit the amount we participate in the cash flow or appreciation of an investment.

	Failure to qualify as a REIT for federal income tax purposes would subject us to federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.

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	To qualify as a REIT and to avoid the payment of federal income and excise taxes and maintain our REIT status, we may be forced to borrow funds, use proceeds from the issuance of securities (including this offering), or sell assets to pay distributions, which may result in our distributing amounts that may otherwise be used for our operations.

	If our operating partnership fails to maintain its status as a partnership for federal income tax purposes, its income would be subject to taxation and our REIT status would be terminated.

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	You may have current tax liability on distributions you elect to reinvest in shares of our common stock.

	Dividends paid by REITs do not qualify for the reduced tax rates that apply to other corporate dividends.

	In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to you.

	Distributions to tax-exempt investors may be classified as unrelated business taxable income.

	•	Part of the income and gain recognized by certain qualified employee pension trusts with respect to our common stock may be treated as unrelated business taxable income if shares of our common stock are predominately held by qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting one of the REIT share ownership tests, and we

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		are not operated in a manner to avoid treatment of such income or gain as unrelated business taxable income;
	•	Part of the income and gain recognized by a tax exempt investor with respect to our common stock would constitute unrelated business taxable income if the investor incurs debt in order to acquire the common stock; and
	•	Part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from federal income taxation under Sections 501(c)(7), (9), (17) or (20) of the Internal Revenue Code may be treated as unrelated business taxable income.

	Complying with the REIT requirements may cause us to forego otherwise attractive opportunities.

	Changes to federal income tax laws or regulations could adversely affect investors.

	If you fail to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our common stock, you could be subject to criminal and civil penalties.

	•	whether your investment is consistent with the applicable provisions of ERISA and the Internal Revenue Code, or any other applicable governing authority in the case of a government plan;
	•	whether your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan’s investment policy;
	•	whether your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;

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	•	whether your investment will impair the liquidity of the plan or IRA;
	•	whether your investment will produce unrelated business taxable income, referred to as UBTI and as defined in Sections 511 through 514 of the Internal Revenue Code, to the plan or IRA; and
	•	your need to value the assets of the plan annually in accordance with ERISA and the Internal Revenue Code.

	•	Our ability to effectively deploy the proceeds raised in this offering;
	•	Changes in economic conditions generally and the real estate and securities markets specifically;
	•	Legislative or regulatory changes (including changes to the laws governing the taxation of REITs);
	•	The availability of capital;
	•	Interest rates; and
	•	Changes to accounting principles generally accepted in the United States of America.

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	•	the “Minimum Offering” assumes that we did not sell more than the minimum offering of $2,000,000 by selling 200,000 shares at $10.00 per share pursuant to our primary offering; and
	•	the “Maximum Offering” assumes that we reach the maximum offering of $2,000,000,000 by selling 200,000,000 shares at $10.00 per share pursuant to our primary offering.

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			Minimum Offering								Maximum Offering
			Amount				Percent				Amount				Percent
Gross Offering Proceeds			$	2,000,000				100.0	%		$	2,000,000,000				100.0	%
Less Public Offering Expenses:
	Selling Commissions			140,000				7.0				140,000,000				7.0
	Marketing Support Fee			50,000				2.5				50,000,000				2.5
	Due Diligence Reimbursement			10,000				0.5				10,000,000				0.5
	Organizational and Offering Expenses(1)			30,000				1.5				30,000,000				1.5
Amount Available for Investment(2)			$	1,770,000				88.5	%		$	1,770,000,000				88.5	%
Less Acquisition Costs:
	Acquisition Fees(3)		$	60,000				3.0	%		$	60,000,000				3.0	%
	Acquisition Expenses(4)		$	10,000				0.5	%		$	10,000,000				0.5	%
Initial Working Capital Reserve(5)				—				—				—				—
Amount Invested in Properties			$	1,700,000				85.0	%		$	1,700,000,000				85.0	%

(1)	Organizational and offering expenses consist of reimbursement of, among other items, the cumulative cost of actual legal, accounting, printing and other accountable offering expenses, including, but not limited to, amounts to reimburse our advisor for marketing, salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock to be sold in this offering, which shall include, but not be limited to, development of marketing materials and marketing presentations, participating in due diligence, training seminars and educational conferences and coordinating generally the marketing process for this offering. A portion of our organizational and offering expense reimbursement may be used for wholesaling activities and therefore deemed to be additional underwriting compensation pursuant to NASD Rule 2710. Our advisor will be responsible for the payment of our cumulative organizational and offering expenses, other than the selling commissions, the marketing support fee and the due diligence reimbursement, to the extent they exceed 1.5% of the aggregate gross proceeds from the sale of shares of our common stock sold in the primary offering without recourse against or reimbursement by us.
(2)	Until required in connection with the acquisition of real estate investments, substantially all of the net proceeds of the offering may be invested in short-term, highly-liquid investments including government obligations, bank certificates of deposit, short-term debt obligations and interest-bearing accounts or other authorized investments as determined by our board of directors.
(3)	Acquisition fees paid by any party to any person in connection with the purchase, development or construction of real properties. Acquisition fees do not include acquisition expenses. We will pay our advisor or its affiliate acquisition fees of 3.0% of the contract purchase price of properties we acquire. We will not pay any fees for acquisitions of real estate related securities investments. We may pay up to 4.0% of the total development costs of any development property that we acquire, but we do not currently intend to acquire any properties in the development phase. For purposes of this table, we have assumed (a) that no investments are made in real estate related securities, (b) that we will only acquire properties in the operational phase and (c) no debt is incurred for property acquisitions. These assumptions may change due to different factors including changes in the allocation of shares between the primary offering and the distribution reinvestment plan, the extent to which proceeds from the distribution reinvestment plan are used to repurchase shares under our share repurchase plan the extent to which we invest in real estate related securities and the extent to which we invest in properties in the development stage. To the extent that we incur debt or issue new shares of our common stock outside of this offering or interests in our operating partnership in order to acquire real properties, then the acquisition fees and amounts invested in real properties will exceed the amount stated above.

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(4)	Acquisition expenses include any and all expenses incurred in connection with the selection, evaluation and acquisition of, and investment in properties, whether or not acquired or made, including, but not limited to, legal fees and expenses, travel and communications expenses, cost of appraisals and surveys, nonrefundable option payments on property not acquired, accounting fees and expenses, computer use related expenses, architectural, engineering and other property reports, environmental and asbestos audits, title insurance and escrow fees, loan fees or points or any fee of a similar nature paid to a third party, however designated, transfer taxes, and personnel and miscellaneous expenses related to the selection, evaluation and acquisition of properties. We will reimburse our advisor for acquisition expenses, whether or not the evaluated property is acquired. Our acquisition expenses will not exceed 0.5% of the purchase price of properties we evaluate and acquire. The reimbursement of acquisition fees and expenses, including real estate commissions paid to third parties, will not exceed, in the aggregate, 6.0% of the purchase price or total development cost, unless fees in excess of such limits are approved by a majority of the disinterested directors and by a majority of the disinterested independent directors.
(5)	Although we do not anticipate establishing a general working capital reserve out of the proceeds from this offering, we may establish capital reserves with respect to particular investments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the capital plan that our advisor will establish for each of our investments.

	•	to pay regular cash distributions;
	•	to preserve, protect and return your capital contributions; and
	•	to realize growth in the value of our investments upon our ultimate sale of such investments.

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	•	Quality. We will seek to acquire properties that are suitable for their intended use with a quality of construction that is capable of sustaining the property’s investment potential for the long-term, assuming funding of budgeted maintenance, repairs and capital improvements.
	•	Location. We will seek to acquire properties that are located in established or otherwise appropriate markets for comparable properties, with access and visibility suitable to meet the needs of its occupants.
	•	Market; Supply and Demand. We will focus on local or regional markets which have potential for stable and growing property level cash flow over the long-term. These determinations will be based in part on an evaluation of local economic, demographic and regulatory factors affecting the property. For instance, we will favor markets that indicate a growing population and employment base or markets that exhibit potential limitations on additions to supply, such as barriers to new construction. Barriers to new construction include lack of available land and stringent zoning restrictions. In addition, we will generally seek to limit our investments in areas that have limited potential for growth.
	•	Predictable Capital Needs. We will seek to acquire properties where the future expected capital needs can be reasonably projected in a manner that would allow us to meet our objectives of growth in cash flow and preservation of capital and stability.
	•	Cash Flow. We will seek to acquire properties where the current and projected cash flow, including the potential for appreciation in value, would allow us to meet our overall investment objectives. We will evaluate cash flow as well as expected growth and the potential for appreciation.

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	•	plans and specifications;
	•	environmental reports (generally a minimum of a Phase I investigation);
	•	building condition reports;
	•	surveys;
	•	evidence of marketable title subject to such liens and encumbrances as are acceptable to our advisor;
	•	audited financial statements covering recent operations of real properties having operating histories unless such statements are not required to be filed with the SEC and delivered to stockholders;
	•	title insurance policies; and
	•	liability insurance policies.

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	Medical Office Buildings and Healthcare-Related Facilities

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	•	An aging population is requiring and demanding more medical services. Between 2004 and 2050, the U.S. population over 65 years of age is projected to more than double from 36 million to nearly 87 million people. The number of older Americans is also growing as a percentage of the total U.S. population as the ‘baby boomers’ approach their 60s. In 2004, the number of persons older than 65 comprised 12% of the total U.S. population and is projected to grow to nearly 21% by 2050, as shown in the graph below.

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	•	Complex state and federal regulations govern physician hospital referrals. Patients typically are referred to particular hospitals by their physicians. To restrict hospitals from inappropriately influencing physicians to refer patients to them, federal and state governments adopted Medicare and Medicaid anti-fraud laws and regulations. One aspect of these complex laws and regulations addresses the leasing of medical office space by hospitals to physicians. One intent of the regulations is to restrict medical institutions from providing facilities to physicians at below market rates or on other terms that may present an opportunity for undue influence on physician referrals. The regulations are complex, and adherence to the regulations is time consuming and requires significant documentation and extensive reporting to regulators. The costs associated with regulatory compliance have encouraged many hospital and physician groups to seek third-party ownership and/or management of their healthcare-related facilities.
	•	Physicians are increasingly forming practice groups. To increase the numbers of patients they can see and thereby increase market share, physicians have formed and are forming group practices. By doing so, physicians can gain greater influence in negotiating rates with managed care companies and hospitals in which they perform services. Also, the creation of these groups allows for the dispersion of overhead costs over a larger revenue base and gives physicians the financial ability to acquire new and expensive diagnostic equipment. Moreover, certain group practices may benefit from certain exceptions to federal and state self-referral laws, permitting them to offer a broader range of medical services within their practices and to participate in the facility fee related to medical procedures. This increase in the number of group practices has led to the construction of new medical facilities in which the groups are housed and provide medical services.

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	•	De-Centralization and Specialization. There is a continuing evolution toward delivery of medical services through smaller facilities located near patients and designed to treat specific diseases and conditions. In order to operate profitably within a managed care environment, physician practice groups and other medical services providers are aggressively trying to increase patient populations, while maintaining lower overhead costs by building new healthcare facilities in areas of population or patient growth. Continuing population shifts and ongoing demographic changes create a demand for additional properties, including an aging population requiring and demanding more medical services.
	•	Increasing Regulation. Evolving regulatory factors affecting healthcare delivery create an incentive for providers of medical services to focus on patient care, leaving real estate ownership and operation to third-party real estate professionals. Third-party ownership and management of hospital-affiliated medical office buildings substantially reduces the risk that hospitals will violate complex Medicare and Medicaid fraud and abuse statutes.
	•	Modernization. Hospitals are modernizing by renovating existing properties and building new properties and becoming more efficient in the face of declining reimbursement and changing patient demographics. This trend has led to the development of new, smaller, specialty healthcare-related facilities as well as improvements to existing general acute care facilities.
	•	Redeployment of Capital. Medical providers are increasingly focused on wisely investing their capital in their medical business. A growing number of medical providers have determined that third-party development and ownership of real estate with long term leases is an attractive alternative to investing their capital in bricks- and-mortar. Increasing use of expensive medical technology has placed additional demands on the capital requirements of medical services providers and physician practice groups. By selling their real estate assets and relying on third-party ownership of new healthcare properties, medical services providers and physician practice groups can generate the capital necessary to acquire the medical technology needed to provide more comprehensive services to patients and improve overall patient care.
	•	Physician Practice Ownership. Many physician groups have reacquired their practice assets and real estate from national physician management companies or otherwise formed group practices to expand their market share. Other physicians have left hospital-based or HMO-based practices to form independent group practices. These physician groups are interested in new healthcare properties that will house medical businesses that regulations permit them to own. In addition to existing group practices, there is a growing trend for physicians in specialties, including cardiology, oncology, women’s health, orthopedics and urology, to enter into joint ventures and partnerships with hospitals, operators and financial sponsors to form specialty hospitals for the treatment of specific diseases. We believe a significant number of these types of organizations have no interest in owning real estate and are aggressively looking for third-parties to develop and own their healthcare properties.

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	Quality Commercial Office Properties

	•	a majority of our directors, including a majority of the independent directors, approve the transaction as being fair and reasonable to us; and
	•	the investment by us and such affiliate are on substantially the same terms and conditions that are no less favorable than those that would be available to unaffiliated third parties.

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	•	positioning the overall portfolio to achieve an optimal mix of real property and real estate related securities investments;
	•	diversification benefits relative to the rest of the securities assets within our portfolio;
	•	fundamental securities analysis;
	•	quality and sustainability of underlying property cash flows;
	•	broad assessment of macro economic data and regional property level supply and demand dynamics;
	•	potential for delivering high current income and attractive risk-adjusted total returns; and
	•	additional factors considered important to meeting our investment objectives.

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	•	diversification benefits exist associated with disposing of the investment and rebalancing our investment portfolio;
	•	an opportunity arises to pursue a more attractive investment;
	•	in the judgment of our advisor, the value of the investment might decline;
	•	with respect to properties, a major tenant involuntarily liquidates or is in default under its lease;
	•	the investment was acquired as part of a portfolio acquisition and does not meet our general acquisition criteria;
	•	an opportunity exists to enhance overall investment returns by raising capital through sale of the investment; or
	•	In the judgment of our advisor, the sale of the investment is in our best interests.

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	•	make investments in unimproved property or indebtedness secured by a deed of trust or mortgage loans on unimproved property in excess of 10% of our total assets;
	•	invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real properties;
	•	invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title;
	•	make or invest in mortgage loans unless an appraisal is obtained concerning the underlying property except for those mortgage loans insured or guaranteed by a government or government agency. In cases where a majority of our independent directors determines, and in all cases in which the transaction is with any of our directors, our advisor or any of their respective affiliates, such appraisal shall be obtained from an independent appraiser. We will maintain such appraisal in our records for at least five years and it will be available for your inspection and duplication. We will also obtain a mortgagee’s or owner’s title insurance policy as to the priority of the mortgage;
	•	make or invest in mortgage loans, including construction loans, on any one property if the aggregate amount of all mortgage loans on such property, including our loans, would exceed an amount equal to 85% of the appraised value of such property as determined by appraisal unless substantial justification exists for exceeding such limit because of the presence of other underwriting criteria;
	•	make or invest in mortgage loans that are subordinate to any lien or other indebtedness of any of our directors, our advisor or any of their respective affiliates;
	•	issue securities redeemable solely at the option of the holder (this limitation, however, does not limit or prohibit the operation of our share repurchase plan);
	•	issue debt securities unless the historical debt service coverage (in the most recently completed fiscal year) as adjusted for known changes is anticipated to be sufficient to properly service that higher level of debt;
	•	issue equity securities on a deferred payment basis or other similar arrangement;
	•	issue options or warrants to purchase shares to our advisor, any of our directors or any of their respective affiliates except on the same terms as the options or warrants are sold to the general public; options or warrants may be issued to persons other than our directors, our advisor or any of their respective affiliates, but not at exercise prices less than the fair market value of the underlying securities on the date of grant and not for consideration (which may include services) that in the judgment of the independent directors has a market value less than the value of such options or warrants on the date of grant;
	•	engage in investment activities that would cause us to be classified as an investment company under the Investment Company Act;
	•	make any investment that is inconsistent with our objectives of qualifying and remaining qualified as a REIT unless and until our board of directors determines, in its sole discretion, that REIT qualification is not in our best interest;

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	•	invest in real estate contracts of sale unless such contracts of sale are in recordable form and appropriately recorded in the chain of title; or
	•	engage in the business of underwriting or the agency distribution of securities issued by other persons.

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										Gross Annual				% of Gross Annual
		No. of Leases				Total Square Feet				Rent				Rent Represented
Year		Expiring				of Expiring Leases				of Expiring Leases				by Expiring Leases
2007			5				14,000			$	237,000				16.55	%
2008			7				20,000			$	302,000				21.07	%
2009			4				8,000			$	120,000				8.39	%
2010			4				13,000			$	178,000				12.44	%
2011			2				7,000			$	103,000				7.17	%
2012			3				9,000			$	329,000				22.95	%
2013			0				0			$	0				0	%
2014			1				2,000			$	31,000				2.19	%
2015			1				1,000			$	10,000				0.69	%
2016			0				0			$	0				0	%

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														% of Gross
						Total Square				Gross Annual				Annual Rent
		No. of Leases				Feet of				Rent of				Represented by
Year		Expiring				Expiring Leases				Expiring Leases				Expiring Leases
2007			4				11,000			$	152,000				14.51	%
2008			1				1,000			$	16,000				1.55	%
2009			3				7,000			$	97,000				9.28	%
2010			1				8,000			$	114,000				10.83	%
2011			3				24,000			$	402,000				38.36	%
2012			2				13,000			$	214,000				20.45	%
2013			—				—				—				—
2014			—				—				—				—
2015			—				—				—				—
2016			—				—				—				—

						Average Effective
		% of Average				Annual Rental
Year		Occupancy Rate				Rate per Square Foot
2002			71	%		$	14.68
2003			74	%		$	15.12
2004			74	%		$	15.33
2005			77	%		$	14.96
2006			74	%		$	15.07

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						Effective Annual Rental Rate per
Year		Occupancy Rate				Square Foot
2002			100	%		$	19.75
2003			100	%		$	20.15
2004			100	%		$	20.55
2005			100	%		$	20.96
2006			100	%		$	21.38

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	•	approving and overseeing our overall investment strategy, which will consist of elements such as (1) allocation of percentages of capital to be invested in real estate properties and real estate related securities, (2) allocation of percentages of capital to be invested in medical office properties, healthcare-related facilities and quality commercial office properties, (3) diversification strategies, (4) investment selection criteria and (5) investment disposition strategies;
	•	approving all real property acquisitions, developments and dispositions, including the financing of such acquisitions and developments;
	•	approving specific discretionary limits and authority to be granted to our advisor in connection with the purchase and disposition of real estate related securities that fit within the asset allocation framework;
	•	approving and overseeing our debt financing strategy;
	•	approving and monitoring the performance of our advisor;
	•	approving joint ventures, limited partnerships and other such relationships with third parties;
	•	determining our distribution policy and declaring distributions from time to time;
	•	approving amounts available for repurchases of shares of our common stock; and

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	•	approving a liquidity event, such as the listing of our shares on a national securities exchange, the liquidation of our portfolio, our merger with another company or similar transaction providing liquidity to our stockholders.

	•	the quality and extent of service and advice furnished by our advisor;
	•	the amount of the fees and other compensation paid to our advisor in relation to the size, composition and performance of our investments;
	•	the success of our advisor in generating appropriate investment opportunities;
	•	rates charged to comparable externally advised REITs and other investors by advisors performing similar services;
	•	additional revenues realized by our advisor and its affiliates through their relationship with us, whether paid by us or by others with whom we do business; and
	•	the performance of our investment portfolio.

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Name		Age				Position
Scott D. Peters			49			Chief Executive Officer and Chairman of the Board
Shannon K S Johnson			29			Chief Financial Officer
Andrea R. Biller			57			Executive Vice President and Secretary
Danny Prosky			42			Vice President — Acquisitions
W. Bradley Blair, II			62			Independent Director
Maurice J. DeWald			66			Independent Director
Warren D. Fix			68			Independent Director
Larry L. Mathis			63			Independent Director
Gary T. Wescombe			63			Independent Director

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	Executive Compensation

	Director Compensation

	•	Annual Retainer. Our independent directors receive an annual retainer of $36,000.
	•	Meeting Fees. Our independent directors receive $1,000 for each board meeting attended in person or by telephone, $500 for each committee meeting attended in person or by telephone, and an additional $500 to the Audit Committee chair for each audit committee meeting attended in person or by telephone. If a board meeting is held on the same day as a committee meeting, an additional fee will not be paid for attending the committee meeting.
	•	Equity Compensation. Upon initial election to the board of directors, each independent director receives 5,000 shares of restricted common stock, and an additional 2,500 shares of restricted common stock upon his or her subsequent election each year. The restricted shares will vest as to 20.0% of the shares on the date of grant and on each anniversary thereafter over four years from the date of grant.
	•	Other Compensation. We reimburse our directors for reasonable out-of-pocket expenses incurred in connection with attendance at meetings, including committee meetings, of the board of directors. Independent directors do not receive other benefits from us.

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																		Change in
																		Pension
																		Value and
		Fees																Nonqualified
		Earned or												Non-Equity				Deferred
		Paid in				Stock				Option				Incentive Plan				Compensation				All Other
Name		Cash($)				Awards($)				Awards($)				Compensation($)				Earnings($)				Compensation($)				Total($)
(a)		(b)(1)				(c)(2)				(d)				(e)				(f)				(g)				(h)
Scott D. Peters(3)		$	—			$	—			$	—			$	—			$	—			$	—			$	—
W. Bradley Blair, II		$	14,500			$	12,778			$	—			$	—			$	—			$	—			$	27,278
Maurice J. DeWald		$	15,000			$	12,778			$	—			$	—			$	—			$	—			$	27,778
Warren D. Fix		$	14,500			$	12,778			$	—			$	—			$	—			$	—			$	27,278
Gary T. Wescombe		$	10,500			$	12,391			$	—			$	—			$	—			$	—			$	22,891
Larry L. Mathis(4)		$	—			$	—			$	—			$	—			$	—			$	—			$	—

(1)	Consists of the amounts described below.

						Basic Annual
Director		Role				Retainer($)				Meeting Fees($)
Peters(3)			Chairman of the Board			$	—			$	—
Blair			Member, Audit Committee			$	12,000			$	2,500
DeWald			Chairman, Audit Committee			$	12,000			$	3,000
Fix			Member, Audit Committee			$	12,000			$	2,500
Wescombe			Member, Audit Committee			$	9,000			$	1,500
Mathis(4)			Member			$	—			$	—

(2)

The amounts in this column represent the proportionate amount of the total fair value of stock awards recognized by the Company in 2006 for financial accounting purposes, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The amounts included in the table for each award include the amount recorded as expense in our statement of operations for the period from April 28, 2006 (Date of Inception) through December 31, 2006. The fair values of these awards and the amounts expensed in 2006 were determined in accordance with Statement of Financial Accounting Standards, or SFAS, No. 123(R),Share-Based Payment.

	The following table shows the shares of restricted common stock awarded to each independent director during 2006, and the aggregate grant date fair value for each award (computed in accordance with SFAS No. 123(R)).

										Full Grant
						Number of				Date Fair
						Restricted				Value of
Director		Grant Date				Shares(#)				Award($)
Peters(3)			—				—				—
Blair			9/20/06				5,000			$	50,000
DeWald			9/20/06				5,000			$	50,000
Fix			9/20/06				5,000			$	50,000
Wescombe			10/4/06				5,000			$	50,000
Mathis(4)			—				—				—

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		Nonvested
Director		Restricted Stock
Peters(3)			—
Blair			4,000
DeWald			4,000
Fix			4,000
Wescombe			4,000
Mathis(4)			—

(3)	Mr. Peters is not an independent director and did not receive any compensation from us as a director.
(4)	Mr. Mathis was appointed to serve as a member of the Board of Directors on April 12, 2007 and did not receive any compensation from us in 2006.

	•	options to purchase shares of our common stock, which may be nonstatutory stock options or incentive stock options under the U.S. tax code,
	•	stock appreciation rights, which give the holder the right to receive the difference between the fair market value per share on the date of exercise over the grant price;
	•	performance awards, which are payable in cash or stock upon the attainment of specified performance goals;
	•	restricted stock, which is subject to restrictions on transferability and other restrictions set by the committee;
	•	restricted stock units, which give the holder the right to receive shares of stock, or the equivalent value in cash or other property, in the future;
	•	deferred stock units, which give the holder the right to receive shares of stock, or the equivalent value in cash or other property, at a future time;
	•	dividend equivalents, which entitle the participant to payments equal to any dividends paid on the shares of stock underlying an award; and/or
	•	other stock based awards in the discretion of the plan administrator, including unrestricted stock grants.

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	•	an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding, and was committed in bad faith or was the result of active and deliberate dishonesty;
	•	the director or officer actually received an improper personal benefit in money, property or services; or
	•	with respect to any criminal proceeding, the director or officer had reasonable cause to believe his or her act or omission was unlawful.

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	•	the indemnitee determined, in good faith, that the course of conduct which caused the loss, liability or expense was in our best interests;
	•	the indemnitee was acting on our behalf or performing services for us;
	•	in the case of affiliated directors, our advisor or its affiliates, the liability or loss was not the result of negligence or misconduct by the party seeking indemnification; and
	•	in the case of independent directors, the liability or loss was not the result of gross negligence or willful misconduct by the party seeking indemnification.

	•	there has been a successful adjudication on the merits of each count involving alleged securities law violations;
	•	such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or
	•	a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in the state in which our securities were offered as to indemnification for violations of securities laws.

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	•	Participate in formulating an investment strategy and asset allocation framework consistent with achieving our investment objectives;
	•	Research, identify, review and recommend to our board of directors for approval of real property and real estate related securities acquisitions and dispositions consistent with our investment policies and objectives;
	•	Structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of real properties will be made;
	•	Actively oversee and manage our real property and real estate related securities investment portfolio for purposes of meeting our investment objectives;
	•	Manage our day-to-day affairs, including financial accounting and reporting, investor relations, marketing, informational systems and other administrative services on our behalf;
	•	Select joint venture partners, structure corresponding agreements and oversee and monitor these relationships;
	•	Arrange for financing and refinancing of our assets; and
	•	Recommend to our board of directors when appropriate various transactions which would provide liquidity to our stockholders (such as listing our shares of common stock on a national securities exchange, liquidating our portfolio, or the sale or merger of our company).

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Name		Age				Position
Anthony W. Thompson			60			Chairman of NNN Realty Advisors and Founder of Triple Net Properties
Scott D. Peters			49			Chief Executive Officer, President and Director of NNN Realty Advisors; Chief Executive Officer of Triple Net Properties
Andrea R. Biller			57			General Counsel, Executive Vice President and Secretary of NNN Realty Advisors; General Counsel and Executive Vice President of Triple Net Properties
Francene LaPoint			42			Chief Financial Officer of NNN Realty Advisors and Triple Net Properties
Jeffrey T. Hanson			36			Chief Investment Officer of NNN Realty Advisors and Triple Net Properties
Kevin K. Hull			41			Chief Executive Officer and President of NNN Capital Corp.
Talle A. Voorhies			60			Executive Vice President and Secretary of Triple Net Properties
Jack R. Maurer			63			Office of the Chairman of NNN Realty Advisors and Executive Vice President of Triple Net Properties
Richard T. Hutton, Jr.			55			Executive Vice President
Glenn L. Carpenter			63			Independent Director of NNN Realty Advisors
Harold H. Greene			67			Independent Director of NNN Realty Advisors
Gary H. Hunt			57			Independent Director of NNN Realty Advisors
D. Fleet Wallace			39			Independent Director of NNN Realty Advisors

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	•	immediately by us for “cause”, or upon the bankruptcy of our advisor;
	•	immediately by the advisor for “good reason;” or
	•	without cause or penalty upon 60 days’ written notice by our advisor or by us upon the approval of a majority of our independent directors.

	•	any failure by us to obtain a satisfactory agreement from a successor to assume and agree to perform our obligations under the advisory agreement; or
	•	any uncured material breach of the advisory agreement by us.

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	•	organizational and offering expenses, which consist of, among other items, the cumulative cost of actual legal, accounting, printing and other accountable offering expenses, including, but not limited to, amounts to reimburse our advisor for marketing, salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock to be sold in this offering, which shall include, but not be limited to, development of marketing materials and marketing presentations, participating in due diligence and marketing meetings and coordinating generally the marketing process for this offering. Our advisor and its affiliates will be responsible for the payment of our cumulative organizational and offering expenses, other than the selling commissions, the marketing support fee and the due diligence reimbursement, to the extent they exceed 1.5% of the aggregate gross proceeds from the sale of shares of our common stock sold in the primary offering without recourse against or reimbursement by us;
	•	the actual cost of goods and services used by us and obtained from entities not affiliated with our advisor, including brokerage fees paid in connection with the purchase and sale of our properties and other investments;
	•	administrative services including personnel costs, provided, however, that no reimbursement shall be made for personnel costs in connection with services for which our advisor receives a separate fee; and
	•	acquisition fees and expenses, including real estate commissions paid to third parties, will not exceed, in the aggregate, 6.0% of the purchase price or total development cost, unless fees in excess of such limits are approved by a majority of our disinterested directors and a majority of our independent disinterested directors; acquisition expenses are defined to include expenses related to the selection and acquisition of properties, whether or not acquired.

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	•	Subordinated Distribution of Net Sales Proceeds. After our operating partnership has paid us distributions (all of which we intend to distribute to our stockholders) in an amount necessary to provide our stockholders, collectively, a return of the total amount of capital raised from stockholders (less amounts paid to repurchase shares pursuant to our share repurchase plan program) plus an annual 8.0% cumulative, non-compounded return on average invested capital, Healthcare/Office Advisor is entitled to receive a cash distribution from our operating partnership equal to 15.0% of the remaining net proceeds from the sales of properties. Healthcare/Office Advisor shall not be entitled to any further participating distributions described in the preceding sentence if (1) our shares become listed on a national securities exchange or (2) the advisory agreement is terminated for any reason.
	•	Subordinated Distribution Upon Listing. Upon the listing of our shares on a national securities exchange, Healthcare/Office Advisor would become entitled to receive a cash distribution from our operating partnership equal to 15.0% of the amount by which (1) the market value of our outstanding shares of common stock plus distributions paid prior to listing, exceeds (2) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares pursuant to our share repurchase program) and an amount of cash that, if distributed to the stockholders as of the date of listing, would have provided them an annual 8.0% cumulative, non-compounded return on average invested capital through the date of listing. Healthcare/ Office Advisor shall not be entitled to receive this distribution if our shares are listed following the termination of the advisory agreement for any reason. The market value of the shares at listing will be based on the market value of the outstanding common stock averaged over the 30 trading days beginning 180 days after the shares are first listed. The Subordinated Distribution Upon Listing may be paid in cash or shares of our common stock, as determined by our board of directors, including a majority of our independent directors. In the event that we elect to satisfy the distribution obligation in the form of shares of our common stock, the number of shares will be determined based on the market value following listing.
	•	Subordinated Distribution Upon Termination. Upon termination or non-renewal of the advisory agreement, other than a termination of the agreement by us for cause, Healthcare/ Office Advisor would become entitled to receive a cash distribution from our operating partnership in an amount equal to 15.0% of the amount, if any, by which (1) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through the termination date, exceeds (2) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares pursuant to our share repurchase plan) and the total amount of cash that, if distributed to them as of the termination date, would have provided them an annual 8.0% cumulative, non-compounded return on average invested capital through the termination date. Healthcare/ Office Advisor shall not be entitled to receive this distribution if our

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		shares of common stock have been listed on a national securities exchange prior to the termination of the advisory agreement. Our operating partnership may satisfy the distribution obligation by either paying cash or issuing an interest-bearing promissory note. If the promissory note is issued and not paid within five years after the termination date, we would be required to purchase the promissory note (including accrued but unpaid interest) in exchange for cash or shares of our common stock.

	Property Manager

	Dealer Manager

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Type of Compensation			Description and
(Recipient)			Method of Computation		Estimated Amount
Offering Stage
	Selling Commissions (our dealer manager)(1)		Up to 7.0% of gross offering proceeds from the sale of shares of our common stock in the primary offering (all or a portion of which may be reallowed to participating broker-dealers). No selling commissions are payable on shares sold under our distribution reinvestment plan.		Actual amount depends upon the number of shares sold. We will pay a total of $140,000 if we sell the minimum offering and $140,000,000 if we sell the maximum offering.
	Marketing Support Fee and Due Diligence Expense Reimbursement (our dealer manager)(1)		Non-accountable marketing support fee equal to 2.5% of gross offering proceeds from the sale of shares of our common stock in the primary offering (up to 1.5% of which may be reallowed to participating broker-dealers). An additional accountable 0.5% of gross offering proceeds from the sale of shares of our common stock in the primary offering (all or a portion of which may be reallowed to participating broker-dealers) for bona fide due diligence expenses. No marketing support fee, due diligence expense reimbursement or selling commission will be charged for shares sold under our distribution reinvestment plan.		Actual amount depends upon the number of shares sold. We will pay a total of $60,000 if we sell the minimum offering and $60,000,000 if we sell the maximum offering.
	Other Organizational and Offering Expenses (our advisor or its affiliates)(2)		Up to 1.5% of gross offering proceeds for shares sold under our primary offering.		Actual amount depends upon the number of shares sold. We estimate that we will pay a total of $30,000 if we sell the minimum offering and $30,000,000 if we sell the maximum offering.

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Type of Compensation			Description and
(Recipient)			Method of Computation		Estimated Amount
Acquisition and Development Stage
	Acquisition Fees (our advisor or its affiliates)(3)		Up to 3.0% of the contract purchase price for each property acquired or up to 4.0% of the total development cost of any development property acquired, as applicable.		Actual amounts depend upon the purchase price of properties acquired and the total development cost of properties acquired for development.
	Reimbursement of Acquisition Expenses (our advisor or its affiliates)(3)		All expenses related to selecting, evaluating, acquiring and investing in properties, whether or not acquired. Acquisition expenses will not exceed 0.5% of the purchase price of properties. The reimbursement of acquisition fees and expenses, including real estate commission paid to third parties, will not exceed, in the aggregate, 6.0% of the purchase price or total development costs, unless fees in excess of such limits are approved by a majority of disinterested directors and by a majority of disinterested independent directors.		Actual amounts depend upon the actual expenses incurred.
Operational Stage
	Asset Management Fee (our advisor or its affiliates)		Subject to our stockholders receiving annualized distributions in an amount equal to 5.0% per annum on average invested capital, a monthly asset management fee equal to one-twelfth of 1.0% of the average invested assets. For such purposes, “average invested capital” means, for a specified period, the aggregate issue price of shares purchased by our stockholders, reduced by distributions of net sales proceeds by us to our stockholders and by any amounts paid by us to repurchase shares pursuant to our share repurchase plan; and “average invested assets” means the sum of (i) the average of the aggregate book value of our assets invested in real estate, before deducting depreciation, depletion, bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during the period of calculation and (ii) the aggregate value of the real estate related securities at the end of such month.		Actual amounts depend upon the average invested assets, and, therefore, cannot be determined at this time.

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Type of Compensation			Description and
(Recipient)			Method of Computation		Estimated Amount
	Property Management Fees (our advisor or its affiliates)(4)		4.0% of the gross cash receipts from each property managed by our affiliated property manager. For each property managed directly by entities other than our advisor or its affiliates, we will pay our advisor or its affiliates a monthly oversight fee of up to 1.0% of the gross cash receipts from the property. In addition, we may pay our affiliated property manager a separate fee for any leasing activities in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties as determined by a survey of brokers and agents in such area. Such fee is generally expected to range from 3.0% to 8.0% of the gross revenues generated during the initial term of the lease. However, the actual percentage is variable and will depend on factors such as geographic location and real property type (such as medical office, healthcare-related property or quality commercial office property).		Actual amounts depend upon the gross income of the properties, and, therefore, cannot be determined at this time.
	Operating Expenses (our advisor or its affiliates)(4)		Reimbursement of cost of providing administrative services to us.		Actual amounts depend upon the services provided, and, therefore, cannot be determined at this time.
Liquidity Stage
	Disposition Fees (our advisor or its affiliates)(5)		Up to the lesser of 1.75% of the contract sales price or 50.0% of a customary competitive real estate commission given the circumstances surrounding the sale, in each case as determined by our board of directors (including a majority of our independent directors) and will not exceed market norms. The amount of disposition fees paid, when added to the real estate commissions paid to unaffiliated parties, will not exceed the lesser of the customary competitive real estate commission or an amount equal to 6.0% of the contract sales price.		Actual amounts depend upon the sale price of properties, and, therefore, cannot be determined at this time.

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Type of Compensation			Description and
(Recipient)			Method of Computation		Estimated Amount
Subordinated Participation Interest in NNN OP (our advisor)
	• Subordinated Distribution of Net Sales Proceeds (payable only if we liquidate our portfolio while Healthcare/ Office Advisor is serving as our advisor)(6)		After distributions to our stockholders, in the aggregate, of a full return of capital raised from stockholders (less amounts paid to repurchase shares pursuant to our share repurchase program) plus an annual cumulative, non- compounded return of 8.0% on average invested capital, the distribution will be equal to 15.0% of the remaining net proceeds from the sales of properties.		Actual amounts depend upon the sale price of properties, and, therefore, cannot be determined at this time.
	• Subordinated Distribution Upon Listing (payable only if our shares are listed on a national securities exchange while Healthcare/ Office Advisor is serving as our advisor)(7)(8)		Upon the listing of our shares of common stock on a national securities exchange, a distribution equal to 15.0% of the amount by which (1) the market value of our outstanding common stock at listing plus distributions paid prior to listing exceeds (2) the sum of the total amount of capital raised from stockholders (less amounts paid to repurchase shares pursuant to our share repurchase plan) and the amount of cash that, if distributed to stockholders as of the date of listing would have provided them an annual 8.0% cumulative, non-compounded return on average invested capital through the date of listing.		Actual amounts depend upon the market value of our common stock at the time of listing, among other factors, and, therefore, cannot be determined at this time.

(1)	Selling commissions may be reduced or waived in connection with certain categories of sales, such as sales for which a volume discount applies, sales through investment advisors or banks acting as trustees or fiduciaries and sales to our affiliates.
(2)	The organizational and offering expense reimbursement consists of compensation for incurrence on our behalf of legal, accounting, printing and other offering expenses, including for marketing, salaries and director expenses of our advisor’s employees, employees of its affiliates and others while engaged in registering and marketing the shares of our common stock, which shall include development of marketing materials and marketing presentations, planning and participating in due diligence and marketing meetings and generally coordinating the marketing process for us. Our advisor and its affiliates will be responsible for the payment of our cumulative organizational and offering expenses, other than the selling commissions, the marketing support fee and due diligence expense reimbursement, to the extent they exceed 1.5% of the aggregate gross proceeds from the sale of shares of our common stock sold in the primary offering on a best efforts basis without recourse against or reimbursement by us.
(3)	We will pay our advisor or its affiliates the acquisition fee upon the closing of a real property acquisition transaction for properties that are in the operational stage or as a percentage of completion

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	for properties in the development stage. Acquisition expenses include any and all expenses incurred in connection with the selection, evaluation and acquisition of, and investment in properties, including, but not limited to, legal fees and expenses, travel and communications expenses, cost of appraisals and surveys, nonrefundable option payments on property not acquired, accounting fees and expenses, computer use related expenses, architectural, engineering and other property reports, environmental and asbestos audits, title insurance and escrow fees, loan fees or points or any fee of a similar nature paid to a third party, however designated, transfer taxes, and personnel and miscellaneous expenses related to the selection, evaluation and acquisition of properties. We will reimburse our advisor for acquisition expenses, whether or not the evaluated property is acquired. We expect that our acquisitions expenses will equal no more than 0.5% of the purchase price of acquired properties. Our charter limits our ability to pay acquisition fees if the total of all acquisition fees and expenses, including real estate commissions paid to third parties, would exceed 6.0% of the contract purchase price or total development cost. Under our charter, a majority of our disinterested directors, including a majority of the disinterested independent directors, would have to approve any acquisition fees (or portion thereof) which would cause the total of all acquisition fees and expenses relating to a real property acquisition to exceed 6.0% of the purchase price.
(4)	Our advisor must reimburse us at least annually for reimbursements paid to the advisor in any year to the extent that such reimbursements to the advisor cause our total operating expenses to exceed the greater of (1) 2.0% of our average invested assets, or (2) 25.0% of our net income, which is defined as our total revenues less total expenses for any given period excluding reserves for depreciation and bad debt, unless the independent directors have determined that such excess expenses were justified based on unusual and non-recurring factors. “Average invested assets” means the average monthly book value of our assets invested directly or indirectly in equity interests and loans secured by real estate during the 12-month period before deducting depreciation, bad debts or other non-cash reserves. “Total operating expenses” means all expenses paid or incurred by us, as determined under GAAP, that are in any way related to our operation, including asset management fees, but excluding (a) the expenses of raising capital such as organizational and offering expenses, legal, audit, accounting, underwriting, brokerage, registration and other fees, printing and other such expenses and taxes incurred in connection with the issuance, distribution, transfer and registration of shares of our common stock; (b) interest payments; (c) taxes; (d) non-cash expenditures such as depreciation, amortization and bad debt reserves; (e) reasonable incentive fees based on the gain in the sale of our assets; and (f) acquisition fees and expenses (including expenses relating to potential acquisitions that we do not close), disposition fees on the resale of real property and other expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other real property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of real property).
(5)	Although we are most likely to pay disposition fees in our liquidity stage, these fees may also be earned during our operational stage.
(6)	The distribution is payable only if we liquidate our portfolio while Healthcare/ Office Advisor is serving as our advisor.
(7)	The market value of the shares at listing will be based on the market value of the outstanding common stock averaged over the 30 trading days beginning 180 days after the shares are first listed. The subordinated distribution upon listing may be paid in cash or shares, as determined by our board of directors, including a majority of the independent directors. In the event that we elect to satisfy the distribution obligation in the form of shares, the number of shares will be determined based on the listed market price described above. The distribution is payable only if our shares are listed on a national securities exchange.
(8)	Upon termination of the advisory agreement without cause, our advisor will be entitled to a similar distribution, which we refer to as the subordinated distribution upon termination. Such distribution, if any, will equal 15.0% of the amount by which (1) the appraised value of our assets on the termination date, less any indebtedness secured by such assets, plus total distributions paid through

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the termination date, exceeds (2) the sum of the total amount of capital raised from our stockholders (less amounts paid to repurchase shares pursuant to our share repurchase plan) and the total amount of cash that, if distributed to them as of the termination, would have provided them an annual 8.0% cumulative, non-compounded return on average invested capital through the date of termination. Our operating partnership would satisfy the distribution obligation by either paying cash or issuing an interest-bearing promissory note. If the promissory note is issued and not paid within five years, we would be required to purchase the promissory note in exchange for cash or shares of our common stock. Our advisor cannot earn the subordinated distribution upon termination if it has already received the subordinated distribution upon listing. The subordinated distribution upon termination may occur during the liquidity stage or during the operational stage.

	•	the size of the advisory fee in relation to the size, composition and profitability of our portfolio;
	•	the success of our advisor in generating opportunities that meet our investment objectives;
	•	the rates charged to other REITs and to investors other than REITs by advisors performing similar services;
	•	additional revenues realized by our advisor and its affiliates through their relationship with us;
	•	the quality and extent of service and advice furnished by our advisor;
	•	the performance of our investment portfolio, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations;
	•	the quality of our portfolio in relationship to the investments generated by our advisor for its own account or for other clients; and
	•	other factors related to managing a public company, such as stockholder services and support and compliance with securities laws, including the Sarbanes-Oxley Act.

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		Number of
		Shares
		Beneficially
Name of Beneficial Owners(1)		Owned				Percentage
Scott D. Peters, Chief Executive Officer and Chairman of the Board(2)			200				*
W. Bradley Blair, II, Independent Director			5,000				*
Maurice J. DeWald, Independent Director			5,000				*
Warren D. Fix, Independent Director			5,052				*
Gary T. Wescombe, Independent Director			5,000				*
Larry L. Mathis, Independent Director			5,000				*
All directors and executive officers as a group (9 persons)			28,252				*

(1)	The address of each beneficial owner listed is c/o NNN Healthcare/Office REIT, Inc., 1551 N. Tustin Avenue, Suite 200 Santa Ana, California 92705.
(2)	Includes 200 shares of our common stock owned by our advisor. Scott D. Peters is the Chief Executive Office of our advisor. Our advisor also owns 20,000 units of NNN Healthcare/ Office REIT Holdings, L.P., or our operating partnership.

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	•	Except as otherwise described in this prospectus, we will not accept goods or services from our advisor or its affiliates unless a majority of our directors, including a majority of the independent directors, not otherwise interested in the transactions, approve such transactions as fair, competitive and commercially reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.
	•	We will not purchase or lease any asset (including any property) in which our advisor, any of our directors or any of their respective affiliates has an interest without a determination by a majority of our directors, including a majority of the independent directors, not otherwise interested in such transaction, that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to our advisor, such director or directors or any such affiliate, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such asset at an amount in excess of its appraised value. We will not sell or lease assets to our advisor any of our directors or any of their respective affiliates unless a majority of our directors, including a majority of the independent directors, not otherwise interested in the transaction, determine the transaction is fair and reasonable to us, which determination will be supported by an appraisal obtained from a qualified, independent appraiser selected by a majority of our independent directors.
	•	We will not make any loans to our advisor, any of our directors or any of their respective affiliates. In addition, any loans made to us by our advisor, our directors or any of their respective affiliates must be approved by a majority of our directors, including a majority of the independent directors,

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		not otherwise interested in the transaction, as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.
	•	Our advisor and its affiliates shall be entitled to reimbursement, at cost, for actual expenses incurred by them on our behalf or on behalf of joint ventures in which we are a joint venture partner, subject to the limitation on reimbursement of operating expenses to the extent that they exceed the greater of 2% of our average invested assets or 25% of our net income, as described in “Management — The Advisory Agreement.”
	•	Our advisory agreement provides that if Triple Net Properties identifies an opportunity to make an investment in one or more office buildings or other facilities for which greater than 50% of the gross rentable space is leased to, or reasonably expected to be leased to, one or more medical or healthcare-related tenants, either directly or indirectly through an affiliate or in a joint venture or other co-ownership arrangement, for itself or for any other NNN program, then Triple Net Properties will provide us with the first opportunity to purchase such investment. Triple Net Properties will provide all necessary information related to such investment to our advisor, in order to enable our board to determine whether to proceed with such investment. Our advisor will present the information to our board within three business days of receipt from Triple Net Properties. If our board does not affirmatively authorize our advisor to proceed with the investment on our behalf within seven days of receipt of such information from our advisor, then Triple Net Properties may proceed with the investment opportunity for its own account or offer the investment opportunity to any other person or entity.

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	•	Quality. We will seek to acquire properties that are suitable for their intended use with a quality of construction that is capable of sustaining the property’s investment potential for the long-term, assuming funding of budgeted maintenance, repairs and capital improvements.
	•	Location. We will seek to acquire properties that are located in established or otherwise appropriate markets for comparable properties, with access and visibility suitable to meet the needs of its occupants.
	•	Market; and Supply and Demand. We will focus on local or regional markets which have potential for stable and growing property level cash flow over the long-term. These determinations will be based in part on an evaluation of local economic, demographic and regulatory factors affecting the property. For instance, we will favor markets that indicate a growing population and employment base or markets that exhibit potential limitations on additions to supply, such as barriers to new construction. Barriers to new construction include lack of available land and stringent zoning restrictions. In addition, we will generally seek to limit our investments in areas that have limited potential for growth.
	•	Predictable Capital Needs. We will seek to acquire properties where the future expected capital needs can be reasonably projected in a manner that would allow us to meet our objectives of growth in cash flow and preservation of capital and stability.
	•	Cash Flow. We will seek to acquire properties where the current and projected cash flow, including the potential for appreciation in value, would allow us to meet our overall investment objectives. We will evaluate cash flow as well as expected growth and the potential for appreciation.

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	Use of Estimates

	Revenue Recognition, Tenant Receivables and Allowance for Uncollectible Accounts

	Capitalization of Expenditures and Depreciation of Assets

	Impairment

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	•	significant negative industry or economic trends;
	•	a significant underperformance relative to historical or projected future operating results; and
	•	a significant change in the manner in which the asset is used.

	Properties Held for Sale

	•	management, having the authority to approve the action, commits to a plan to sell the asset;
	•	the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets;
	•	an active program to locate a buyer and other actions required to complete the plan to sell the asset has been initiated;
	•	the sale of the asset is probable and the transfer of the asset is expected to qualify for recognition as a completed sale within one year;
	•	the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and
	•	given the actions required to complete the plan to sell the asset, it is unlikely that significant changes to the plan would be made or that the plan would be withdrawn.

	Purchase Price Allocation

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	Qualification as a REIT

	Rental Income

	Sarbanes-Oxley Act

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	Distributions

	REIT Requirements

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	Insurance Coverage

	Debt Service Requirements

	Contractual Obligations

	Off-Balance Sheet Arrangements

	Inflation

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			Period from April 28, 2006
			(Date of Inception) through
			December 31, 2006
Net loss			$	(241,771	)
Add:
Depreciation and amortization — consolidated properties				—
Depreciation and amortization — unconsolidated properties				—
Less:
	Gain on sale of joint venture (net of related income tax)			—
Funds from operations			$	(241,771	)
Weighted average common shares outstanding — basic and diluted				1,622
Gain on the sale of investments included in net loss and FFO			$	—

	Status of our Offering

	Unsecured Loans

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	Property Acquisitions

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	Potential Property Acquisitions

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	Appointment to the Audit Committee

	Election of New Director

	Distributions

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	•	The primary difference between the cash methods of accounting and accrual methods (both GAAP and the accrual method of accounting for income tax purposes) is that the cash method of accounting generally reports income when received and expenses when paid while the accrual method generally requires income to be recorded when earned and expenses recognized when incurred.
	•	GAAP requires that, when reporting lease revenue, the minimum annual rental revenue be recognized on a straight-line basis over the term of the related lease, whereas the cash method of accounting for income tax purposes requires recognition of income when cash payments are actually received from tenants, and the accrual method of accounting for income tax purposes requires recognition of income when the income is earned pursuant to the lease contract.
	•	GAAP requires that when an asset is considered held for sale, depreciation ceases to be recognized on that asset, whereas for income tax purposes, depreciation continues until the asset either is sold or is no longer in service.
	•	GAAP requires that when a building is purchased, certain intangible assets and liabilities (such as above- and below-market leases, tenant relationships and in-place lease costs) are allocated separately from the building and are amortized over significantly shorter lives than the depreciation recognized on the building. These intangible assets and liabilities are not recognized for income tax purposes and are not allocated separately from the building for purposes of tax depreciation.

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	•	GAAP requires that an asset is considered impaired when the carrying amount of the asset is greater than the sum of the future undiscounted cash flows expected to be generated by the asset, and an impairment loss must then be recognized to decrease the value of the asset to its fair value. For income tax purposes, losses are generally not recognized until the asset has been sold to an unrelated party or otherwise disposed of in an arm’s length transaction.

	•	References in this Summary to our Reorganization refer to the acquisition by NNN Realty Advisors in the fourth quarter of 2006 of the outstanding ownership interests of Triple Net Properties, NNN Capital Corp. and Realty. As a result of the Reorganization, we consider NNN Realty Advisors to be our sponsor.
	•	References in the Summary to unaffiliated members and to unaffiliated TICs refer to investors that hold membership units in a program LLC or a TIC interest in a program property, as applicable, but that are not otherwise affiliated with NNN Realty Advisors Group.
	•	References in the Summary to Mr. Thompson refer to Anthony W. Thompson, who serves as the chairman of the board of NNN Realty Advisors and owns approximately 25.9% of NNN Realty Advisors.
	•	References in the Summary to Mr. Rogers refer to Louis J. Rogers, who serves as a director and owns approximately 5.3% of NNN Realty Advisors and served as the former president of Triple Net Properties from September 2004 until April 2007.
	•	References in the Summary to loans from affiliates of NNN Realty Advisors Group refer to loans from Cunningham Lending Group, LLC, which is 100.0% owned by Mr. Thompson, NNN 2004 Notes Program, LLC or NNN 2005 Notes Program, LLC. Loans made by these entities are unsecured loans which were not negotiated at arms length with interest rates ranging from 8.0% to 12.0%.

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	•	References in the Summary to shareholders of Triple Net Properties refer to individuals or entities that owned a membership interest in Triple Net Properties of less than 7.0% prior to the Reorganization.
	•	References in the Summary table headings to GLA of a property indicate the gross leasable area of the property, which is expressed for the entire property even where the relevant program owns less than a 100% interest in the property.

		No. of
Property Type		Properties
Office			97
Apartments			22
Retail			1
Industrial			1
Land			1
Total			122

Location
Arizona			4
Arkansas			1
California			20
Colorado			6
Florida			11
Georgia			8
Illinois			1
Indiana			1
Maryland			1
Minnesota			2
Missouri			3
Nebraska			2
Nevada			4
New Jersey			2
North Carolina			8
Ohio			3
Oregon			2
Pennsylvania			3
South Carolina			2
Tennessee			3
Texas			31
Utah			1
Virginia			2
Wisconsin			1
Total			122

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		No. of
Method of Financing		Properties
All debt			0
All cash			7
Combination of cash and debt			115
Total			122

	G REIT, Inc.

		Ownership				Type of		Purchase				Share of				Share of Mortgage				GLA
Property Name		Interest				Property		Date				Purchase Price				Debt at Purchase				(Sq Ft)				Location
Two Corporate Plaza			100.0	%		office			11/27/02			$	13,580,000			$	10,160,000				161,000			Clear Lake, TX
Congress Center — TIC(1)			30.0	%		office			01/09/03			$	40,832,000			$	28,763,000				519,000			Chicago, IL
Bay View Plaza(2)			97.68	%		office			07/31/03			$	11,385,000			$	—				61,000			Alameda, CA
North Pointe Corporate Center			100.0	%		office			08/11/03			$	24,205,000			$	15,600,000				133,000			Sacramento, CA
824 Market Street			100.0	%		office			10/10/03			$	31,900,000			$	—				203,000			Wilmington, DE
Sutter Square Galleria			100.0	%		office/ retail			10/28/03			$	8,240,000			$	4,024,000				61,000			Sacramento, CA
One World Trade Center			100.0	%		office			12/05/03			$	113,648,000			$	77,000,000				573,000			Long Beach, CA
Madrona Buildings			100.0	%		office			03/31/04			$	45,900,000			$	28,458,000				211,000			Torrance, CA
North Belt Corporate Center			100.0	%		office			04/08/04			$	12,675,000			$	—				157,000			Houston, TX
Pacific Place			100.0	%		office			05/26/04			$	29,900,000			$	—				324,000			Dallas, TX
Western Place I & II(3)			78.5	%		office			07/23/04			$	26,298,000			$	18,840,000				430,000			Forth Worth, TX
One Financial Plaza(4)			77.6	%		office			08/06/04			$	28,712,000			$	23,862,000				434,000			St. Louis, MO
Pax River Office Park			100.0	%		office			08/06/04			$	14,000,000			$	—				172,000			Lexington Park, MD
Opus Plaza at Ken Caryl			100.0	%		office			09/12/05			$	10,176,000			$	6,700,000				62,000			Littleton, CO
Eaton Freeway			100.0	%		industrial			10/21/05			$	7,588,000			$	5,000,000				62,000			Phoenix, AZ

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(1)	Two affiliated public entities, NNN 2002 Value Fund, LLC and T REIT, Inc., own 12.3% and 10.3% of the property, respectively. Unaffiliated entities own 47.4% of the property.
(2)	An unaffiliated entity owns 2.32% of the property.
(3)	Unaffiliated entities own 21.5% of the property.
(4)	Unaffiliated entities own 22.4% of the property.

		Date of				Date of				Ownership				Gain (Loss)
Property Name		Purchase				Sale				Interest				on Sale
525 B Street (Golden Eagle)			06/14/04				08/10/05				100.0	%		$	10,550,000
Park Sahara			03/18/03				12/20/05				4.75	%		$	132,000
600 B Street (Comerica)			06/14/04				07/18/06				100.0	%		$	24,035,000
Hawthorne Plaza			04/20/04				09/14/06				100.0	%		$	29,956,000
AmberOaks Corporate Center			01/20/04				09/29/06				100.0	%		$	10,929,000
Brunswig Square			04/05/04				10/06/06				100.0	%		$	2,025,000
Centerpoint Corporate Park			12/30/03				10/17/06				100.0	%		$	20,539,000
5508 Highway West 290			09/13/02				11/14/06				100.0	%		$	—
Department of Children and Families Campus			04/25/03				11/15/06				100.0	%		$	1,170,000
Public Ledger Building			02/13/04				11/22/06				100.0	%		$	1,282,000
Atrium Building			01/31/03				12/15/06				100.0	%		$	(1,142,000	)
Gemini Plaza			05/02/03				12/29/06				100.0	%		$	2,729,000

	T REIT, Inc.

Ownership

Type of

Purchase

Share of

Share of Mortgage

GLA

Property Name

Interest

Property

Date

Purchase Price

Debt at Purchase

(Sq Ft)

Location

Congress Center — LLC(1)

10.3

%

office

01/09/03

$

14,019,000

$

9,875,000

519,000

Chicago, IL

Enclave Parkway — LLC(2)

3.26

%

office

12/22/03

$

1,125,000

$

769,000

207,000

Houston, TX

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(1)	One affiliated public entity, NNN 2002 Value Fund, LLC, owns 12.3% of the property. One affiliated public entity, G REIT, Inc., owns 30.0% of the property. Unaffiliated entities own 47.4% of the property.
(2)	Unaffiliated entities own 96.74% of the property.

		Date of				Date of				Ownership				Gain (Loss)
Property Name		Purchase				Sale				Interest				on Sale
Christie Street Office Building			09/26/00				11/13/01				100.0	%		$	(178,000	)
Seguin Corners Shopping Center			11/22/00				08/12/02				26.0	%		$	104,000
Plaza del Rey Shopping Center			11/17/00				09/23/02				16.5	%		$	70,000
Northstar Crossing Shopping Center			10/26/00				01/11/03				100.0	%		$	(191,000	)
Thousand Oaks			12/06/00				08/11/03				100.0	%		$	2,100,000
Pahrump Valley Junction Shopping Center			05/11/01				09/25/03				100.0	%		$	874,000
Gateway Mall			01/29/03				03/18/04				100.0	%		$	769,000
Gateway Mall Land			02/27/04				09/09/04				100.0	%		$	854,000
Saddleback Financial Center			09/25/02				12/27/04				25.0	%		$	853,000
County Center Drive			09/28/01				04/19/05				16.0	%		$	191,000
City Center West A			03/15/02				07/28/05				89.1	%		$	5,972,000
Emerald Plaza			06/14/04				11/10/05				2.7	%		$	583,000
Pacific Corporate Park			03/25/02				12/28/05				22.8	%		$	487,000
Reno Trademark Building			09/04/01				01/23/06				40.0	%		$	1,280,000
Oakey Building			04/02/04				01/24/06				9.8	%		$	580,000
University Heights			08/22/02				01/31/06				100.0	%		$	456,000
AmberOaks Corporate Center			01/20/04				06/15/06				75.0	%		$	9,886,000
Titan Building & Plaza			04/17/02				07/21/06				48.5	%		$	2,398,000

	NNN 2003 Value Fund, LLC

117

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Table of Contents

		Ownership				Type of				Purchase				Share of				Share of Mortgage				GLA
Property Name		Interest				Property				Date				Purchase Price				Debt at Purchase				(Sq Ft)				Location
Executive Center II & III(1)			41.1	%			office				08/01/03			$	10,111,000			$	6,144,000				381,000			Dallas, TX
Executive Center I			100.0	%			office				12/30/03			$	8,178,000			$	4,500,000				205,000			Dallas, TX
Enterprise Technology Center(2)			8.5	%			office				05/07/04			$	5,211,000			$	3,103,000				370,000			Scotts Valley, CA
Interwood			100.0	%			office				01/26/05			$	8,000,000			$	5,500,000				80,000			Houston, TX
Woodside Corporate Park			100.0	%			office				09/30/05			$	22,862,000			$	15,915,000				195,000			Beaverton, OR
Daniels Rd land parcel			100.0	%			land				10/14/05			$	729,000			$	—				9.05  acres			Heber City, UT
901 Civic Center Drive(3)			96.9	%			office				04/24/06			$	14,677,000			$	—				99,000			Santa Ana, CA
Chase Tower(4)			14.8	%			office				07/03/06			$	10,730,000			$	8,110,000				389,000			Austin, TX
Tiffany Square			100.0	%			office				11/15/06			$	11,052,000			$	—				184,000			Colorado Springs, CO

(1)	Unaffiliated entities own 58.9% of the property.
(2)	Unaffiliated entities own 91.5% of the property.
(3)	An unaffiliated entity owns 3.1% of the property.
(4)	Unaffiliated entities own 85.2% of the property.

		Date of				Date of				Ownership				Gain (Loss)
Property Name		Purchase				Sale				Interest				on Sale
Satellite Place			11/29/04				02/24/05				100.0	%		$	385,000
Financial Plaza			10/29/04				04/13/05				100.0	%		$	3,015,000
801 K Street			03/31/04				08/26/05				18.3	%		$	2,079,000
Emerald Plaza			06/14/04				11/10/05				4.6	%		$	988,000
Southwood Tower			10/27/04				12/19/05				100.0	%		$	2,402,000
Oakey Building			04/02/04				01/24/06				75.4	%		$	5,543,000
3500 Maple			12/27/05				10/31/06				99.0	%		$	1,173,000

118

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Table of Contents

	NNN 2002 Value Fund, LLC

Ownership

Type of

Purchase

Share of

Share of Mortgage

GLA

Property Name

Interest

Property

Date

Purchase Price

Debt at Purchase

(Sq Ft)

Location

Congress Center- LLC(1)

12.3

%

office

01/09/03

$

16,741,000

$

11,793,000

519,000

Chicago, IL

(1)	Two affiliated public entities, G REIT, Inc. and T REIT, Inc. own 30.0% and 10.3% of the property, respectively. Unaffiliated entities own 47.4% of the property.

Date of

Date of

Ownership

Gain (Loss)

Property Name

Purchase

Sale

Interest

on Sale

Bank of America Plaza West

09/20/02

03/15/05

100.0

%

$

6,674,000

Netpark

06/03/03

09/30/05

50.0

%

$

8,215,000

	NNN Apartment REIT, Inc.

119

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Table of Contents

Ownership

Type of

Purchase

Share of

Share of Mortgage

Number of

Property Name

Interest

Property

Date

Purchase Price

Debt at Purchase

Units

Location

Walker Ranch

100.0

%

apartment

10/31/06

$

31,673,000

$

26,860,000

325

San Antonio, TX

Hidden Lake

100.0

%

apartment

12/28/06

$

32,991,000

$

31,718,000

380

San Antonio, TX

	NNN Healthcare/ Office REIT, Inc.

	Adverse Business Developments or Conditions

120

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Barstow Road Shopping Center

87.0

%

shopping center

05/01/98

$

4,002,000

$

3,001,500

78,000

Barstow, CA

121

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Table of Contents

Share of

Share of

Mortgage

Ownership

Purchase

Purchase

Debt at

GLA

Property Name

Interest

Type of Property

Date

Price

Purchase

(Sq Ft)

Location

Brookings Mall

68.5

%

shopping center

05/01/00

$

2,843,000

$

659,000

143,000

Brookings, SD

		Date of								Ownership				Gain (Loss) on Sale
Property Name		Purchase				Date of Sale				Interest				of Real Estate
Kress Energy Center			07/07/98				01/31/06				100	%		$	(45,000	)
Century Plaza East Shopping Center			11/03/98				02/13/04				100	%		$	1,025,000
Phelan Village Shopping Center			10/16/98				12/20/02				100	%		$	155,000
Bryant Ranch Shopping Center			12/24/98				09/05/02				100	%		$	1,120,000
Huron Mall Shopping Center			03/31/99				04/14/00				100	%		$	1,335,000
Crossroads Shopping Center			07/29/99				08/29/00				100	%		$	731,000

122

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Ownership

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Purchase Price

at Purchase

(Sq Ft)

Location

Truckee River Office Tower

100.0

%

office

12/01/98

$

16,030,000

$

12,000,000

139,000

Reno, NV

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Yerington Plaza Shopping Center

100.0

%

shopping center

03/08/99

$

4,422,000

$

3,316,000

56,000

Yerington, NV

123

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Table of Contents

		Ownership								Purchase				Purchase				Mortgage Debt				GLA
Property Name		Interest				Type of Property				Date				Price				at Purchase				(Sq Ft)				Location
Belmont Plaza			100.0	%			shopping center				06/11/99			$	3,550,000			$	2,840,000				81,000				Pueblo, CO
Village Fashion Center			100.0	%			shopping center				06/18/99			$	8,800,000			$	6,600,000				130,000				Wichita, KS
Palm Court Shopping Center			100.0	%			shopping center				08/03/99			$	8,988,000			$	8,500,000				267,000				Fontana, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Town & Country Village Shopping Center

100.0

%

shopping center

07/01/99

$

23,800,000

$

21,339,000

235,000

Sacramento, CA

124

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Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Pueblo Shopping Center

100.0

%

shopping center

11/03/99

$

7,075,000

$

5,306,000

106,000

Pueblo, CO

125

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Table of Contents

Share of

Share of

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Bank One Building

94.5

%

office

11/22/99

$

8,250,000

$

7,645,000

129,000

Colorado Springs, CO

White Lakes Shopping Center

100.0

%

shopping center

03/15/00

$

14,688,000

$

12,200,000

437,000

Topeka, KS

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

County Fair Mall

100.0

%

shopping center

12/15/99

$

15,850,000

$

12,035,000

397,000

Woodland, CA

126

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Moreno Corporate Center

100.0

%

retail, office and industrial

06/16/00

$

11,600,000

$

8,425,000

226,000

Moreno Valley, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Westway Shopping Center

100.0

%

shopping center

8/09/00

$

9,550,000

$

7,125,000

220,000

Wichita, KS

127

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Orange Street Plaza

100.0

%

shopping center

07/14/00

$

8,200,000

$

6,500,000

74,000

Redlands, CA

Share of

Share of

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Bowling Green Financial Park

81.0

%

7 office buildings

12/27/00

$

12,960,000

$

9,955,000

235,000

Sacramento, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Galena Street Building

100.0

%

office

11/30/00

$

7,225,000

$

5,275,000

71,000

Denver, CO

128

---

Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase *

(Sq Ft)

Location

Market Centre

100.0

%

office — certified historic building

11/01/00

$

3,400,000

$

2,070,000

122,000

Wichita, KS

*	Includes $1,070,000 mortgage debt and $1,000,000 in Note Units assumed at close.

129

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Sacramento Corporate Center

100.0

%

office

03/12/01

$

31,000,000

$

22,250,000

193,000

Sacramento, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Dry Creek Centre

100.0

%

Office

01/31/01

$

11,100,000

$

8,350,000

86,000

Englewood, CO

130

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Table of Contents

Share of

Share of

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Western Plaza

100.0

%

shopping center

07/31/01

$

5,000,000

$

4,250,000

412,000

Amarillo, TX

Share of Gain

Date of

Ownership

on Sale of

Property Name

Purchase

Date of Sale

Interest

Real Estate

1840 Aerojet

09/27/01

09/27/05

100

%

$

767,000

Pacific Corporate Park

03/25/02

12/28/05

40

%

$

1,135,000

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Camelot Plaza Shopping Center

100.0

%

shopping center

08/01/01

$

6,350,000

$

4,128,000

91,000

San Antonio, TX

131

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Washington Square Center

100.0

%

shopping center

10/16/01

$

7,263,000

$

4,890,000

72,000

Stephenville, TX

Share of

Ownership

Purchase

Share of

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Purchase Price

at Purchase

(Sq Ft)

Location

Reno Trademark Building

60.0

%

office/industrial

9/04/01

$

4,378,000

$

1,620,000

75,000

Reno, NV

132

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

One Gateway Plaza

100.0

%

office

07/30/01

$

12,550,000

$

9,375,000

113,000

Colorado Springs, CO

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

1900 Aerojet Way

100.0

%

office/industrial

08/31/01

$

5,067,000

$

3,625,000

107,000

Las Vegas, NV

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Timberhills Shopping Center

100.0

%

shopping center

11/27/01

$

9,180,000

$

6,390,000

102,000

Sonora, CA

133

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Addison Com Center

100.0

%

office

10/31/01

$

10,500,000

$

7,750,000

96,000

Addison, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

County Center Building

100.0

%

distribution/ warehouse/office

09/28/01

$

5,395,000

$

3,210,000

78,000

Temecula, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

City Center West “B”

100.0

%

office

01/23/02

$

20,800,000

$

14,650,000

104,000

Las Vegas, NV

134

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Araphoe Service Center II

100.0

%

office/flex complex

04/19/02

$

8,038,000

$

5,000,000

79,000

Englewood, CO

Share of

Share of

.

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

City Center West “A”

10.9

%

office

03/15/02

$

2,362,000

$

1,417,000

106,000

Las Vegas, NV

Share of

Share of

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Titan Building and Titan Plaza

51.5

%

office

04/17/02

$

4,721,000

$

3,090,000

131,000

San Antonio, TX

Share of

Share of

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Pacific Corporate Park

60.0

%

6-building office park

03/25/02

$

14,237,000

$

9,300,000

167,000

Lake Forest, CA

135

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

North Reno Plaza Shopping Center

100.0

%

shopping center

06/19/02

$

7,200,000

$

5,400,000

130,000

Reno, NV

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Brookhollow Park

100.0

%

office

07/03/02

$

15,360,000

$

10,250,000

102,000

San Antonio, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Galleria Office Building

100.0

%

office

9/11/02

$

3,420,000

$

1,962,000

14,000

Henderson, NV

136

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Bryant Ranch Shopping Center

100.0

%

shopping center

9/05/02

$

10,080,000

$

6,222,000

94,000

Yorba Linda, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

4241 Bowling Drive

100.0

%

office

9/25/02

$

5,200,000

$

3,092,000

68,000

Sacramento, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Wolf Pen Plaza

100.0

%

shopping center

9/24/02

$

16,220,000

$

12,265,000

170,000

College Station, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Alamosa Plaza Shopping Center

100.0

%

shopping center

10/08/02

$

18,500,000

$

13,500,000

78,000

Las Vegas, NV

137

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Table of Contents

Share of

Ownership

Purchase

Share of Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Saddleback Financial Center

75.0

%

Office

09/25/02

$

8,304,000

$

5,738,000

72,000

Laguna Hills, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Kahana Gateway Shopping Center and Professional Bldg

100.0

%

retail/office

12/20/02

$

19,400,000

$

13,041,000

80,000

Maui, HI

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Springtown Mall Shopping Center

100.0

%

Shopping center

12/09/02

$

6,490,000

$

4,700,000

96,000

San Marcos, TX

138

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Table of Contents

Share of

Ownership

Purchase

Share of

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Purchase Price

at Purchase

(Sq Ft)

Location

Congress Center

64.5

%

Office

01/09/03

$

87,790,000

$

61,839,000

525,000

Chicago, IL

Share of

Ownership

Purchase

Share of

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Purchase Price

at Purchase

(Sq Ft)

Location

Park Sahara Office Park

95.25

%

5-building office park

3/18/03

$

11,621,000

$

8,001,000

124,000

Las Vegas, NV

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Parkwood I & II

100.0

%

Office

12/31/02

$

20,436,000

$

13,922,000

196,000

Woodlands, TX

139

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Beltline — 114 and Royal Ridge Tech

100.0

%

2 office buildings

04/01/03

$

9,550,000

$

6,150,000

84,000

Irving, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Parkway Towers Office Park

100.0

%

office

5/09/03

$

12,450,000

$

6,000,000

190,000

Nashville, TN

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Buschwood III Office Park

100.0

%

office

3/25/03

$

6,983,000

$

4,600,000

77,000

Tampa, FL

140

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Xerox Centre

100.0

%

office

6/16/03

$

60,500,000

$

45,375,000

318,000

Santa Ana, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Netpark Tampa Bay

100.0

%

office

6/11/03

$

47,000,000

$

31,500,000

911,000

Tampa, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

602 Sawyer

100.0

%

office

6/5/03

$

9,270,000

$

5,850,000

86,000

Houston, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

At Purchase

(Sq Ft)

Location

Jefferson Square

100.0

%

office/retail

7/28/03

$

20,125,000

$

13,070,000

146,000

Seattle, WA

141

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Arapahoe Business Park I & II

100.0

%

office

8/11/03

$

7,988,000

$

5,200,000

133,000

Centennial, CO

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

901 Corporate Center

100.0

%

office

8/15/03

$

16,150,000

$

11,310,000

101,000

Monterey Park, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Jamboree Promenade

100.0

%

retail

7/25/03

$

20,200,000

$

15,000,000

59,000

Irvine, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Executive Center II & III

100.0

%

office

8/1/03

$

24,600,000

$

14,950,000

381,000

Dallas, TX

142

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Union Pines

100.0

%

office

10/08/03

$

15,000,000

$

9,060,000

134,000

Tulsa, OK

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

1410 Renner Road

100.0

%

office

10/29/03

$

13,900,000

$

8,740,000

117,000

Richardson, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Westbay Office Park

100.0

%

office

12/15/03

$

23,600,000

$

15,000,000

108,000

Las Vegas, NV

143

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Parkway Corporate Plaza

100.0

%

office

11/10/03

$

63,650,000

$

45,000,000

287,000

Roseville, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Business Bank of Nevada

100.0

%

office

12/08/03

$

5,700,000

$

3,750,000

27,000

Las Vegas, NV

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

1401 Enclave Parkway

100.0

%

office

12/22/03

$

34,500,000

$

23,600,000

207,000

Houston, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Arapahoe Service Center

100.0

%

office

1/29/04

$

10,100,000

$

6,500,000

144,000

Englewood, CO

144

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

AmberOaks Corporate Center

100.0

%

three office Buildings

1/20/04

$

22,965,000

$

15,000,000

207,000

Austin, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Lakeside Tech Center

100.0

%

office

2/6/04

$

19,788,000

$

14,625,000

223,000

Tampa, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Corporate Court

100.0

%

office

3/25/04

$

7,570,000

$

5,000,000

67,000

Irving, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

801 K Street

100.0

%

office

3/31/04

$

65,780,000

$

41,350,000

336,000

Sacramento, CA

145

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

100 Cyberonics Drive

100.0

%

office

3/19/04

$

15,580,000

$

10,500,000

144,000

Houston, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Enterprise Technology Center

100.0

%

office

5/07/04

$

61,300,000

$

36,500,000

370,000

Scotts Valley, CA

Share of

Share of

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Western Place I and II

21.5

%

office complex

07/23/04

$

7,203,000

$

5,160,000

430,000

Fort Worth, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Oakey Building

100.0

%

Office

04/02/04

$

8,137,000

$

4,000,000

98,000

Las Vegas, NV

146

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

River Rock Business Center

100.0

%

office

06/11/04

$

15,200,000

$

9,300,000

158,000

Murfreesboro, TN

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Great Oaks Center

100.0

%

office complex

06/30/04

$

27,050,000

$

20,000,000

233,000

Atlanta, GA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Two Sugar Creek

100.0

%

office

07/12/04

$

21,850,000

$

16,000,000

143,000

Houston, TX

Ownership

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Purchase Price

at Purchase

(Sq Ft)

Location

Emerald Plaza

100.0

%

office

06/14/04

$

100,940,000

$

68,500,000

355,000

San Diego, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Beltway 8 Corporate Centre

100.0

%

office

7/22/04

$

16,200,000

$

10,530,000

101,000

Houston, TX

147

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Reserve at Maitland

100.0

%

Office

8/18/04

$

29,870,000

$

21,750,000

197,000

Maitland, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

One Financial Plaza

22.4

%

Office

08/06/04

$

8,288,000

$

6,888,000

434,000

St. Louis, MO

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Las Cimas II and III

100.0

%

office complex

9/27/04

$

73,100,000

$

46,800,000

313,000

Austin, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Embassy Plaza

100.0

%

office

10/29/04

$

17,000,000

$

9,900,000

132,000

Omaha, NE

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

9800 Goethe Road

100.0

%

office

10/07/04

$

17,850,000

$

14,800,000

111,000

Sacramento, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

2800 East Commerce Place

100.0

%

office

11/19/04

$

18,025,000

$

11,375,000

136,000

Tucson, AZ

148

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Fountain Square

100.0

%

office complex

10/28/04

$

51,500,000

$

36,250,000

242,000

Boca Raton, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Satellite Place

100.0

%

office

11/29/04

$

12,256,000

$

8,500,000

112,000

Duluth, GA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

At Purchase

(Sq Ft)

Location

Mission Spring Creek Apartments

100.0

%

apartment

11/12/04

$

11,513,000

$

8,750,000

196,000

Garland, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Fountainhead Park I and II

100.0

%

office

12/8/04

$

27,350,000

$

18,900,000

171,000

San Antonio, TX

Ownership

Type of

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Property

Date

Price

at Purchase

(Sq Ft)

Location

Oak Park Office Center

100.0

%

office

11/12/04

$

29,149,000

$

21,800,000

173,000

Houston, TX

149

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Table of Contents

Ownership

Type of

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Property

Date

Price

at Purchase

(Sq Ft)

Location

City Centre Place

100.0

%

office

11/05/04

$

29,480,000

$

21,500,000

103,000

Las Vegas, NV

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Mission University Place Apartments

100.0

%

apartment

12/30/04

$

16,000,000

$

11,500,000

231,000

Charlotte, NC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Mission Mallard Creek Apartments

100.0

%

apartment

12/30/04

$

14,338,000

$

9,300,000

233,000

Charlotte, NC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Town Center Business Park

100.0

%

office

1/06/05

$

30,910,000

$

22,000,000

177,000

Santa Fe Springs, CA

150

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

4 Hutton Center Drive

100.0

%

office

01/07/05

$

49,000,000

$

32,000,000

210,000

South Coast Metro, CA

		Ownership								Purchase				Share of				Share of Mortgage				GLA
Property Name		Interest				Type of Property				Date				Purchase Price				Debt at Purchase				(Sq Ft)				Location
Executive Center VI			100.0	%			office				04/18/06			$	9,400,000			$	8,750,000				102,000				Brookfield, WI
Chase Tower			47.5	%			office				07/03/06			$	34,438,000			$	26,030,000				389,000				Austin, TX

Share of Gain

Date of

Ownership

on Sale of

Property Name

Purchase

Date of Sale

Interest

Real Estate

Raw Land in Woodside Corporate Park

9/30/05

03/27/06

100

%

$

848,000

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Mission Collin Creek Apartments

100.0

%

apartment

01/19/05

$

18,283,000

$

13,600,000

267,000

Plano, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Satellite Place Office Park

100.0

%

office

02/24/05

$

19,410,000

$

13,900,000

175,000

Duluth, GA

151

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Chatsworth Business Park

100.0

%

office

03/30/05

$

46,775,000

$

33,750,000

232,000

Chatsworth, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

2400 West Marshall Drive

100.0

%

office

04/12/05

$

9,470,000

$

6,875,000

111,000

Grand Prairie, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

411 East Wisconsin Avenue

100.0

%

office

04/29/05

$

95,000,000

$

70,000,000

654,000

Milwaukee, WI

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Building Ten — Met Center

100.0

%

office

04/08/05

$

44,880,000

$

32,000,000

346,000

Austin, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

4501 Tamiami Trail

100.0

%

office

05/02/05

$

21,000,000

$

13,500,000

78,000

Naples, FL

152

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

800 Laurel Oak Drive

100.0

%

office

05/02/05

$

16,200,000

$

9,500,000

41,000

Naples, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

The Park at Spring Creek Apartments

100.0

%

apartment

06/08/05

$

14,317,000

$

11,040,000

185,000

Tomball, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Inverness Business Park

100.0

%

office

06/10/05

$

12,950,000

$

9,500,000

112,000

Englewood, CO

Ownership

Purchase

Purchase

Mortgage Debt

GLA (Sq

Property Name

Interest

Type of Property

Date

Price

at Purchase

Ft)

Location

Waterway Plaza I and II

100.0

%

office

06/20/05

$

74,148,000

$

60,000,000

366,000

The Woodlands, TX

153

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Papago Spectrum

100.0

%

office

07/29/05

$

26,375,000

$

19,000,000

160,000

Tempe, AZ

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

The Sanctuary at Highland Oaks

100.0

%

apartment

07/29/05

$

54,540,000

$

35,300,000

495,000

Tampa, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Building 15 — Met Center

100.0

%

office

08/19/05

$

37,500,000

$

28,000,000

258,000

Austin, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Maitland Promenade II

100.0

%

office

09/12/05

$

44,393,000

$

32,250,000

230,000

Orlando, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

One Chesterfield Place

100.0

%

office

09/09/05

$

28,474,000

$

18,810,000

143,000

Chesterfield, MO

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Sixth Avenue West

100.0

%

office

09/13/05

$

15,500,000

$

10,300,000

125,000

Golden, CO

154

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

St. Charles Apartments

100.0

%

apartment

09/27/05

$

17,814,000

$

12,100,000

200,000

Kennesaw, GA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Woodside Corporate Park

100.0

%

8 building office park

09/30/05

$

45,500,000

$

33,500,000

383,000

Beaverton, OR

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

123 North Wacker

100.0

%

office

09/28/05

$

173,680,000

$

136,000,000

541,000

Chicago, IL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Netpark Tampa Bay

50.0

%

office

09/30/05

$

33,500,000

$

21,500,000

913,000

Tampa, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

At Purchase

(Sq Ft)

Location

Britannia Business Center

100.0

%

office

09/30/05

$

45,290,000

$

35,000,000

191,000

Pleasanton, CA

155

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Britannia Business Center

100.0

%

three office buildings

09/30/05

$

58,610,000

$

41,000,000

276,000

Pleasanton, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Parkway Crossing Apartments

100.0

%

apartment

10/28/05

$

11,330,000

$

9,100,000

184,000

Asheville, NC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Saturn Business Park

100.0

%

office

10/20/05

$

22,660,000

$

16,100,000

121,000

Brea, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Britannia Business Center

100.0

%

four office buildings

10/14/05

$

82,989,000

$

60,000,400

297,000

Pleasanton, CA

156

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Doral Court Building

100.0

%

office

11/15/05

$

33,280,000

$

19,640,000

209,000

Miami, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

300 Four Falls

100.0

%

office

12/14/05

$

100,525,000

$

72,000,000

298,000

West Conshohocken, PA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Forest Office Park

100.0

%

office

11/09/05

$

20,850,000

$

15,300,000

223,000

Richmond, VA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

633 17th Street

100.0

%

office

12/09/05

$

92,280,000

$

67,500,000

553,000

Denver, CO

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

One Nashville Place

100.0

%

office

11/30/05

$

79,750,000

$

58,000,000

411,000

Nashville, TN

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Highbrook Apartments

100.0

%

apartment

01/19/06

$

23,391,000

$

16,925,000

280,000

High Point, NC

157

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Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Talavi Corporate Center

100.0

%

office

11/23/05

$

32,875,000

$

24,000,000

153,000

Glendale, AZ

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Mission Square

100.0

%

office

01/10/06

$

33,500,000

$

24,225,000

128,000

Riverside, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Caledon Wood Apartments

100.0

%

apartment

01/03/06

$

23,816,000

$

17,000,000

348,000

Greenville, NC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

3500 Maple

100.0

%

office

12/27/05

$

66,500,000

$

58,320,000

375,000

Dallas, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Landing Apartments

100.0

%

apartment

12/30/05

$

13,236,000

$

9,700,000

192,000

Durham, NC

158

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Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

1818 Market Street

100.0

%

office

02/21/06

$

157,384,000

$

132,000,000

983,000

Philadelphia, PA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Gateway One

100.0

%

office

02/09/06

$

66,600,000

$

50,000,000

410,000

St. Louis, MO

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

The Meadows

100.0

%

apartment

03/15/06

$

28,400,000

$

21,300,000

387,000

Asheville, NC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

The Enclave at Deep River Plantation

100.0

%

apartment

03/17/06

$

19,032,000

$

13,725,000

224,000

High Point, NC

159

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Table of Contents

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Aventura Harbour Centre

100.0

%

office

04/28/06

$

71,195,000

$

51,180,000

214,000

Aventura, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Arbor Trace

100.0

%

apartment

05/01/06

$

15,192,000

$

11,063,000

125,000

Virginia Beach, VA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Lake Center Building 40

100.0

%

office

05/18/06

$

19,799,000

$

14,830,000

89,000

Marlton, NJ

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

3050 Superior (Mayo Foundation)

100.0

%

office

05/18/06

$

36,875,000

$

28,100,000

205,000

Rochester, MN

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Villas by the Lake

100.0

%

apartment

07/06/06

$

20,497,000

$

14,925,000

283,000

Jonesboro, GA

160

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Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Las Colinas Highlands

100.0

%

office

06/27/06

$

44,148,000

$

32,000,000

199,000

Irving, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

2716 North Tenaya

100.0

%

office

07/07/06

$

74,250,000

$

50,750,000

204,000

Las Vegas, NV

Share of

Share of

Interest

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Ownership

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Chase Tower

26.8

%

office

07/03/06

$

19,430,000

$

14,686,000

389,000

Austin, TX

Ownership

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Purchase Price

at Purchase

(Sq Ft)

Location

220 Virginia Avenue

100.0

%

office

06/29/06

$

100,800,000

$

84,405,000

562,000

Indianapolis, IN

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Westlake Villas

100.0

%

apartment

08/08/06

$

15,553,000

$

11,325,000

223,000

San Antonio, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Southcreek Corporate

100.0

%

office

09/01/06

$

8,000,000

$

6,000,000

56,000

Overland, KS

161

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Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Chatham Court/ Reflections Apartments

100.0

%

apartment

09/08/06

$

26,008,000

$

18,938,000

378,000

Dallas, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA (Sq

Property Name

Interest

Type of Property

Date

Price

at Purchase

Ft)

Location

400 Capitol Center

100.0

%

office

08/18/06

$

38,368,000

$

32,000,000

532,000

Little Rock, AR

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Department of Children and Families Campus

100.0

%

three office buildings

11/15/06

$

13,390,000

$

10,090,000

118,000

Plantation, FL

Ownership

Purchase

Purchase

Mortgage Debt

GLA (Sq

Property Name

Interest

Type of Property

Date

Price

at Purchase

Ft)

Location

250 East 5th Street

100.0

%

office

10/25/06

$

92,756,000

$

65,000,000

537,000

Cincinnati, OH

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

One Northlake Place

100.0

%

office

10/27/06

$

17,450,000

$

13,350,000

177,000

Cincinnati, OH

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Met Center 1 & 2

100.0

%

office

10/13/06

$

12,020,000

$

8,600,000

95,000

Austin, TX

162

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Ownership

Purchase

Purchase

Mortgage Debt

GLA (Sq

Property Name

Interest

Type of Property

Date

Price

at Purchase

Ft)

Location

Arbors at Fairview Apartments

100.0

%

apartment

10/12/06

$

14,420,000

$

10,500,000

181,000

Simpsonville, SC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Westpoint 1

100.0

%

office

11/29/06

$

20,800,000

$

15,125,000

150,000

Irving, TX

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Beechwood Apartments

100.0

%

apartment

11/17/06

$

11,845,000

$

8,625,000

173,000

Greensboro, NC

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Northwoods II

100.0

%

office

12/08/06

$

10,970,000

$

8,200,000

116,000

Columbus, OH

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Castaic Town Center

100.0

%

retail

11/30/06

$

15,400,000

$

11,250,000

40,000

Castaic, CA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

50 Lake Center

100.0

%

office

12/15/06

$

22,500,000

$

16,425,000

89,000

Marlton, NJ

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Trails at Mt. Moriah Apartments

100.0

%

apartment

12/28/06

$

31,415,000

$

22,875,000

539,000

Memphis, TN

163

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Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

Royal 400 Business Park

100.0

%

office

12/29/06

$

13,800,000

$

9,400,000

140,000

Alpharetta, GA

Ownership

Purchase

Purchase

Mortgage Debt

GLA

Property Name

Interest

Type of Property

Date

Price

at Purchase

(Sq Ft)

Location

1600 Parkwood

100.0

%

office

12/28/06

$

27,525,000

$

18,250,000

151,000

Atlanta, GA

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	•	We will be taxed at regular corporate rates on our undistributed REIT taxable income, including undistributed net capital gains.
	•	Under some circumstances, we may be subject to “alternative minimum tax.”
	•	If we have net income from the sale or other disposition of “foreclosure property” (which is described below) that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on that income.
	•	If we have net income from prohibited transactions (which are described below), the income will be subject to a 100% tax.
	•	If we fail to satisfy either of the 75% or 95% gross income tests (which are discussed below) but have nonetheless maintained our qualification as a REIT because certain conditions have been met, we will be subject to a 100% tax on an amount equal to the greater of the amount by which we fail the 75% or 95% test multiplied by a fraction calculated to reflect our profitability.
	•	If we fail to satisfy the REIT asset tests and continue to qualify as a REIT because we meet other requirements, we will have to pay a tax equal to the greater of $50,000 or the highest corporate income tax rate multiplied by the net income generated by the non-qualifying assets during the

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		time we failed to satisfy the asset tests; if we fail to satisfy other REIT requirements (other than the gross income and asset tests), and continue to qualify as a REIT because we meet other requirements, we will have to pay $50,000 for each other failure.
	•	If we fail to distribute during each year at least the sum of (i) 85% of our REIT ordinary income for the year, (ii) 95% of our REIT capital gain net income for such year and (iii) any undistributed taxable income from prior periods, we will be subject to a 4% excise tax on the excess of the required distribution over the amounts actually distributed.
	•	We may elect to retain and pay tax on our net long-term capital gain. In that case, a United States stockholder would be taxed on its proportionate share of our undistributed long-term capital gain and would receive a credit or refund for its proportionate share of the tax we paid.
	•	If we acquire any asset from a C corporation (i.e., a corporation generally subject to corporate-level tax) in a transaction in which our basis in the asset is determined by reference to the basis of the asset (or any other property) in the hands of the C corporation and we subsequently recognize gain on the disposition of the asset during the ten year period beginning on the date on which we acquired the asset, then a portion of the gain may be subject to tax at the highest regular corporate rate, unless the C corporation made an election to treat the asset as if it were sold for its fair market value at the time of our acquisition. We refer to this tax as the “Built-in Gains Tax.”
	•	Our taxable REIT subsidiaries will be subject to federal and state income tax on their taxable incomes. Several provisions regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, the Internal Revenue Code limits the ability of our taxable REIT subsidiary to deduct interest payments in excess of a certain amount made to us. In addition, we must pay a 100% tax on some payments that we receive from, or on certain expenses deducted by, the taxable REIT subsidiary if the economic arrangements between us, our tenants and the taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties. In the event that we have taxable REIT subsidiaries in the future, it is possible that those subsidiaries may make interest and other payments to us and to third parties in connection with activities related to our properties. We cannot assure you that our taxable REIT subsidiaries will not be limited in their ability to deduct interest payments made to us. In addition, we cannot assure you that the IRS might not seek to impose the 100% tax on services performed by taxable REIT subsidiaries for tenants of ours, or on a portion of the payments received by us from, or expenses deducted by, our taxable REIT subsidiaries.

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	Requirements for Qualification

	(1) which is managed by one or more trustees or directors;
	(2) the beneficial ownership of which is evidenced by transferable shares or by transferable certificates of beneficial interest;
	(3) which would be taxable as a domestic corporation but for sections 856 through 859 of the Internal Revenue Code;
	(4) which is neither a financial institution nor an insurance company subject to certain provisions of the Internal Revenue Code;
	(5) the beneficial ownership of which is held by 100 or more persons;
	(6) not more than 50% in value of the outstanding stock of which is owned, directly or indirectly, by or for five or fewer individuals (as defined in the Internal Revenue Code to include certain entities);
	(7) which makes an election to be a REIT (or has made such election for a previous taxable year which has not been revoked or terminated) and satisfies all relevant filing and other administrative requirements established by the IRS that must be met to elect and maintain REIT status;
	(8) which uses the calendar year as its taxable year; and
	(9) which meets certain other tests, described below, regarding the nature of its income and assets and the amount of its distributions.

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	Operational Requirements — Gross Income Tests

	•	At least 75% of our gross income, excluding gross income from prohibited transactions, for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property (including “rents from real property” and interest income derived from mortgage loans secured by real property) and from other specified sources, including qualified temporary investment income, as described below. This is the 75% Gross Income Test.
	•	At least 95% of our gross income, excluding gross income from prohibited transactions, for each taxable year must be derived from the real property investments described above in the 75% Gross Income Test and generally from dividends and interest and gains from the sale or disposition of stock or securities or from any combination of the foregoing. This is the 95% Gross Income Test.

	Rents from Real Property

	•	The amount of rent received from a tenant must not be based in whole or in part on the income or profits of any person; however, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales;
	•	In general, neither we nor an owner of 10% or more of our stock may directly or constructively own 10% or more of a tenant or a subtenant of the tenant (in which case only rent attributable to the subtenant is disqualified);
	•	Rent attributable to personal property leased in connection with a lease of real property cannot be greater than 15% of the total rent received under the lease, as determined based on the average of the fair market values as of the beginning and end of the taxable year; and
	•	We normally must not operate or manage the property or furnish or render services to tenants, other than (i) through an “independent contractor” who is adequately compensated and from whom we do not derive any income or (ii) through a taxable REIT subsidiary. However, a REIT may provide services with respect to its properties, and the income derived therefrom will qualify as

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		“rents from real property,” if the services are “usually or customarily rendered” in connection with the rental of space only and are not otherwise considered “rendered to the occupant.” Even if the services provided by us with respect to a property are impermissible tenant services, the income derived therefrom will qualify as “rents from real property” if such income does not exceed 1% of all amounts received or accrued with respect to that property. For this purpose, such services may not be valued at less than 150% of our direct cost of providing the services, and any gross income deemed to have been derived by us from the performance of noncustomary services pursuant to the 1% de minimis exception will constitute nonqualifying gross income under the 75% and 95% gross income tests. In addition, our taxable REIT subsidiaries may perform some impermissible tenant services without causing us to receive impermissible tenant services income under the REIT income tests. However, several provisions regarding the arrangements between a REIT and its taxable REIT subsidiaries ensure that a taxable REIT subsidiary will be subject to an appropriate level of federal income taxation. For example, the Internal Revenue Code limits the ability of our taxable REIT subsidiary to deduct interest payments in excess of a certain amount made to us. In addition, we must pay a 100% tax on some payments that we receive from, or on certain expenses deducted by, the taxable REIT subsidiary if the economic arrangements between us, our tenants and the taxable REIT subsidiary are not comparable to similar arrangements among unrelated parties. In the event that we have taxable REIT subsidiaries in the future, it is possible that those subsidiaries may make interest and other payments to us and to third parties in connection with activities related to our properties. We cannot assure you that our taxable REIT subsidiaries will not be limited in their ability to deduct interest payments made to us. In addition, we cannot assure you that the IRS might not seek to impose the 100% tax on services performed by taxable REIT subsidiaries for tenants of ours, or on a portion of the payments received by us from, or expenses deducted by, our taxable REIT subsidiaries.

	Compliance with 75% and 95% Gross Income Tests

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	•	Our failure to meet these tests was due to reasonable cause and not due to willful neglect; and
	•	Following our identification of the failure, we properly disclose such failures to the IRS.

	Operational Requirements — Asset Tests

	•	First, at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items (including receivables) and government securities. The term “real estate assets” includes real property, mortgages on real property, shares of stock in other qualified REITs, property attributable to the temporary investment of new capital as described above and a proportionate share of any real estate assets owned by a partnership in which we are a partner or of any qualified REIT subsidiary of ours.
	•	Second, no more than 25% of the value of our total assets may be represented by securities other than those described above in the 75% asset class.
	•	Third, of the investments included in the 25% asset class, the value of any one issuer’s securities that we own may not exceed 5% of the value of our total assets. Additionally, we may not own more than 10% of the voting power of any one issuer’s outstanding securities. Furthermore, we may not own more than 10% of the total value of any one issuer’s outstanding debt and equity securities. The 10% value limitation will not apply, however, to (1) “straight debt” securities (discussed below); (2) loans to an individual or an estate; (3) certain rental agreements calling for deferred rents or increasing rents that are subject to section 467 of the Internal Revenue Code, other than with a “related person”; (4) obligations to pay qualifying rents from real property; (5) securities issued by a state or any political subdivision of a state, the District of Columbia, a foreign government, any political subdivision of the foreign government, or the Commonwealth of Puerto Rico, but only if the determinations of any payment received or accrued under the security does not depend in whole or in part on the profits of any entity; (6) securities issued by another qualifying REIT; and (7) other arrangements identified in Treasury Regulations (which have not yet been issued or proposed). Additionally, any debt instrument issued by a partnership will not be treated as a security if at least 75% of the partnership’s gross income (excluding gross income from prohibited transactions) is derived from sources meeting the requirements of the 75% Gross Income Test. Any debt instrument issued by a partnership also will not be treated as a security to the extent of our interest as a partner in the partnership. “Straight debt” is generally defined as debt that is payable on demand or at a date certain where the interest rate and the interest payment dates are not contingent on profits, the borrower’s discretion or similar factors and there is no convertibility, directly or indirectly, into stock of the debtor. However, a security will not fail to be “straight debt” if it is subject to certain customary or de minimis contingencies. A security issued by a corporation or partnership will qualify as “straight debt” only if we or any of our taxable REIT subsidiaries hold no more than 1% of the outstanding non-qualifying securities of such issuer. Mortgage debt secured by real estate assets constitutes a “real estate asset” and does not constitute a “security” for purposes of the foregoing tests. For purposes of this Asset Test and the second Asset Test, securities do not include the equity or debt securities of a qualified REIT subsidiary of ours or an equity interest in any entity treated as a partnership for federal tax purposes. Also, in looking through any partnership to determine our allocable share of any securities owned by the partnership

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		for applying solely the 10% value test, our share of the assets of the partnership will correspond not only to our interest as a partner in the partnership, but also to our proportionate interest in certain debt securities issued by the partnership. The third Asset Test does not apply in respect of a taxable REIT subsidiary.
	•	Fourth, no more than 20% of the value of our total assets may consist of the securities of one or more taxable REIT subsidiaries. Subject to certain exceptions, a taxable REIT subsidiary is any corporation, other than a REIT, in which we directly or indirectly own stock and with respect to which a joint election has been made by us and the corporation to treat the corporation as a taxable REIT subsidiary of ours and also includes any corporation, other than a REIT or a qualified REIT subsidiary, in which a taxable REIT subsidiary of ours owns, directly or indirectly, more than 35 percent of the voting power or value.

	Operational Requirements — Annual Distribution Requirement

	•	We declare the distributions in October, November or December, the distributions are payable to stockholders of record on a specified date in such a month, and we actually pay the distributions during January of the subsequent year; or
	•	We declare the distributions before we timely file our federal income tax return for such year, we pay the distributions in the 12-month period following the close of the prior year and not later than the first regular distribution payment after the declaration, and we elect on our federal income tax return for the prior year to have a specified amount of the subsequent distribution treated as if paid in the prior year.

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	•	We would be required to pay the federal income tax on these gains;
	•	Taxable U.S. stockholders, while required to include their proportionate share of the undistributed long-term capital gains in income, would receive a credit or refund for their share of the tax paid by the REIT; and
	•	The basis of the stockholder’s shares would be increased by the amount of our undistributed long-term capital gains (minus its proportionate share of the amount of capital gains tax we pay) included in the stockholder’s long-term capital gains.

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	Definition

	•	a citizen or resident of the United States;
	•	a corporation or other entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or of any political subdivision thereof;
	•	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

	Distributions Generally

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	Capital Gain Distributions

	Passive Activity Loss and Investment Interest Limitations

	Certain Dispositions of Our Common Shares

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	Information Reporting Requirements and Backup Withholding for U.S. Stockholders

	•	Fails to furnish its taxpayer identification number (which, for an individual, would be his or her social security number);
	•	Furnishes an incorrect taxpayer identification number;
	•	Is notified by the IRS that the stockholder has failed properly to report payments of interest or dividends; or
	•	Under some circumstances, fails to certify, under penalties of perjury, that it has furnished a correct taxpayer identification number and has not been notified by the IRS that the stockholder is subject to backup withholding for failure to report interest and dividend payments or has been notified by the IRS that the stockholder is no longer subject to backup withholding for failure to report those payments.

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	Classification as a Partnership

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	Income Taxation of Our Operating Partnership and Its Partners

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	•	whether the investment is consistent with the applicable provisions of ERISA and the Internal Revenue Code;
	•	whether, under the facts and circumstances pertaining to the Benefit Plan in question, the fiduciary’s responsibility to the plan has been satisfied;
	•	whether the investment will produce UBTI to the Benefit Plan (see “Federal Income Tax Considerations — Treatment of Tax-Exempt Stockholders”);
	•	the need to value at fair market value the assets of the Benefit Plan annually; and
	•	whether the assets of the entity in which the investment is made will be treated as “plan assets” of the Benefit Plan investor.

	•	to act solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them, as well as defraying reasonable expenses of plan administration;
	•	to invest plan assets prudently;
	•	to diversify the investments of the plan unless it is clearly prudent not to do so;
	•	to ensure sufficient liquidity for the plan;
	•	to follow the plan document and other instruments governing the plan insofar as such documents and instruments are consistent with ERISA; and
	•	to consider whether an investment would constitute or give rise to a prohibited transaction under ERISA.

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	•	“widely-held;”
	•	“freely-transferable;” and
	•	either (1) part of a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or (2) sold in connection with an effective registration statement under the Securities Act of 1933, provided the securities are registered under the Securities Exchange Act of 1934 within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer during which the offering occurred.

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	•	During the offering period at $9.00 per share;
	•	During the 12 months following the end of the offering period at $9.25 per share;
	•	During the next 12 months at $9.50 per share;
	•	During the next 12 months at $9.75 per share; and
	•	Thereafter, at the greater of: (a) $10.00 per share; or (b) a price equal to 10 times our “funds available for distribution” per weighted average share outstanding for the prior calendar year.

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	•	a transaction involving our securities that have been for at least 12 months listed on a national securities exchange; or
	•	a transaction involving our conversion to a corporate, trust, or association form if, as a consequence of the transaction, there will be no significant adverse change in any of the following: stockholder voting rights; the term of our existence; compensation to our advisor; or our investment objectives.

	(1) accepting the securities of a Roll-up Entity offered in the proposed Roll-up Transaction; or
	(2) one of the following:

	(A) remaining as holders of our stock and preserving their interests therein on the same terms and conditions as existed previously; or
	(B) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of our net assets.

	•	that would result in the stockholders having democracy rights in a Roll-up Entity that are less than those provided in our bylaws and described elsewhere in this prospectus, including rights with respect to the election and removal of directors, annual reports, annual and special meetings, amendment of our charter, and our dissolution;
	•	that includes provisions that would operate to materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-up Entity on the basis of the number of shares held by that investor;
	•	in which investor’s rights to access of records of the Roll-up Entity will be less than those provided in the section of this prospectus entitled “Description of Capital Stock — Meetings and Special Voting Requirements”; or
	•	in which any of the costs of the Roll-up Transaction would be borne by us if the Roll-up Transaction is not approved by the stockholders.

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	Business Combinations

	•	any person who beneficially owns 10% or more of the voting power of the corporation’s shares; or
	•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of the corporation.

	•	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
	•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

	Control Share Acquisitions

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	•	one-tenth or more but less than one-third;
	•	one-third or more but less than a majority; or
	•	a majority or more of all voting power.

	•	a classified board;
	•	a two-thirds vote requirement for removing a director;
	•	a requirement that the number of directors be fixed only by vote of the directors;
	•	a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred; and
	•	a majority requirement for the calling of a special meeting of stockholders.

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	•	satisfy the requirements for being classified as a REIT for tax purposes;
	•	avoid any federal income or excise tax liability; and
	•	ensure that our operating partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code, which classification could result in our operating partnership being taxed as a corporation, rather than as a partnership. See “Federal

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		Income Tax Considerations — Federal Income Tax Aspects of Our Operating Partnership — Classification as a Partnership.”

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	•	convert a limited partner’s interest in our operating partnership into a general partnership interest;
	•	require the limited partners to make additional capital contributions to our operating partnership; or
	•	adversely modify the limited liability of any limited partner.

	•	adversely affect our ability to qualify as a REIT under the Internal Revenue Code or subject us to any additional taxes under Section 857 or Section 4981 of the Internal Revenue Code;

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	•	violate any provision of our charter or bylaws;
	•	constitute or be likely to constitute a violation of any applicable federal or state securities laws;
	•	result in us being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code;
	•	cause us to own 10% or more of the ownership interests in a tenant within the meaning of Section 856(d)(2)(B) of the Internal Revenue Code;
	•	cause our operating partnership to become a “publicly traded partnership” under the Internal Revenue Code; or
	•	cause our operating partnership to cease to be classified as a partnership for federal income tax purposes.

	•	the expiration of the term of our operating partnership on December 31, 2036;
	•	our determination as general partner to dissolve our operating partnership;
	•	the sale of all or substantially all of the assets of our operating partnership; or

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	•	our withdrawal as general partner of our operating partnership, unless the remaining partners determine to continue the business of our operating partnership.

	•	in the case of us, as general partner, and the limited partners, our or their fraud, willful misconduct or gross negligence;
	•	in the case of our directors, officers and employees (other than our independent directors), Healthcare/ Office Advisor and its managers, members and employees, such person’s negligence or misconduct; or
	•	in the case of our independent directors, such person’s gross negligence or willful misconduct.

	•	the indemnitee determined, in good faith, that the course of conduct which caused the loss, liability or expense was in our best interests;
	•	the indemnitee was acting on our behalf or performing services for us;
	•	such liability or loss was not the result of negligence or misconduct by the directors; and
	•	such liability or loss was not the result of gross negligence or willful misconduct by the independent directors.

	•	there has been a successful adjudication on the merits of each count involving alleged securities law violations;
	•	such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or
	•	a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in the state in which our securities were offered as to indemnification for violations of securities laws.

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							Percentage of
			Amount				Primary Offering
Marketing allowance			$	50,000,000				2.5	%
Selling commissions				140,000,000				7.0
Salary allocations and transaction-based compensation of sales and marketing managers and their support personnel(1)(2)				4,188,432				.2
Expense reimbursements for educational conferences and training seminars(1)(3)				3,831,120				.2
Reimbursement of due diligence expenses(1)(4)				10,000,000				.5
Legal fees allocable to dealer manager(1)				100,000				*
	Total		$	208,119,552				10.4	%

*	Less than .1%.

(1)	Amounts shown are estimates.
(2)	These costs are borne by NNN Realty Advisors or its affiliates and are not reimbursed by us.
(3)	Subject to the cap on organization and offering expenses described below, we will reimburse NNN Capital Corp. or its affiliates for these expenses. In some cases, these payments will serve to reimburse NNN Capital Corp. for amounts it has paid to participating broker-dealers for the items noted. These amounts consist primarily of reimbursements for travel, meals, lodging and attendance fees incurred by broker- dealer personnel, financial advisors and wholesalers and other NASD-registered personnel associated with NNN Capital Corp. attending educational conferences and training seminars.
(4)	We may reimburse the dealer-manager for reimbursements it may make to broker-dealers for reasonable bona fide due diligence expenses up to a maximum of 0.5% of our gross offering proceeds.

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			Maximum Percent of
			Gross Offering
Expense			Proceeds
Selling commissions				7.0	%
Marketing allowance				2.5
Bona fide due diligence reimbursement				0.5
All other organization and offering expenses				1.5
	Total			11.5	%

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						Price
		Commission				per
Shares Purchased		Rate				Share
1 to 50,000			7.0	%		$	10.00
50,001 to 100,000			6.0				9.90
100,001 to 200,000			5.0				9.80
200,001 to 500,000			4.0				9.70
500,001 to 750,000			3.0				9.60
750,001 to 1,000,000			2.0				9.50
1,000,001 and up			1.0				9.40

	•	50,000 shares at $10.00 per share (total: $500,000) and a 7.0% commission;
	•	50,000 shares at $9.90 per share (total: $495,000) and a 6.0% commission; and
	•	26,020 shares at $9.80 per share (total: $254,996) and a 5.0% commission.

	•	an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own accounts;
	•	a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not;
	•	an employees’ trust, pension, profit sharing or other employee benefit plan qualified under Section 401(a) of the Internal Revenue Code; and
	•	all commingled trust funds maintained by a given bank.

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	•	the amount of the investment;
	•	the date of the investment; and
	•	the number and price of the shares purchased by you.

	•	financial statements, including a balance sheet, statement of operations, statement of stockholders’ equity, and statement of cash flows, prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which are audited and reported on by independent registered public accounting firm;
	•	a statement of the aggregate amount of fees paid to our advisor and its affiliates; and
	•	full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving us and any of our directors, our advisor and its affiliates or any other of our affiliates occurring in the year for which the annual report is made.

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		Page
FINANCIAL STATEMENTS OF NNN HEALTHCARE/ OFFICE REIT, INC.
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets as of December 31, 2006 and April 28, 2006 (Date of Inception)			F-3
Consolidated Statement of Operations for the Period from April 28, 2006 (Date of Inception) through December 31, 2006			F-4
Consolidated Statement of Stockholders’ (Deficit) Equity for the Period from April 28, 2006 (Date of Inception) through December 31, 2006			F-5
Consolidated Statement of Cash Flows for the Period from April 28, 2006 (Date of Inception) through December 31, 2006			F-6
Notes to Consolidated Financial Statements			F-7
FINANCIAL STATEMENTS OF REAL ESTATE PROPERTIES ACQUIRED:
Southpointe Office Parke and Epler Parke I
Independent Auditors’ Report			F-21
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006			F-22
Notes to Statement of Revenues and Certain Expenses			F-23
Crawfordsville Medical Office Park and Athens Surgery Center
Independent Auditors’ Report			F-26
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006			F-27
Notes to Statement of Revenues and Certain Expenses			F-28
The Gallery Professional Building
Independent Auditors’ Report			F-31
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006			F-32
Notes to Statement of Revenues and Certain Expenses			F-33
Lenox Office Park Building G
Independent Auditors’ Report			F-36
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006			F-37
Notes to Statement of Revenues and Certain Expenses			F-38
PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Consolidated Financial Statements			F-41
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006			F-42
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Period from April 28, 2006 (Date of Inception) through December 31, 2006			F-43
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements			F-44

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	/s/ Deloitte & Touche, LLP

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			December 31,				April 28, 2006
			2006				(Date of Inception)
ASSETS
Cash			$	202,000			$	202,000
Prepaid expenses				179,878				—
Other assets				3,446				—
	Total assets		$	385,324			$	202,000
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’(DEFICIT) EQUITY
Liabilities:
Accrued liabilities			$	61,944			$	—
Due to affiliates				312,426				—
	Total liabilities			374,370				—
Commitments and contingencies (Note 3)
Minority interest of limited partner in Operating Partnership				200,000				200,000
Stockholders’ (deficit) equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding				—				—
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 20,200 and 200 shares issued and outstanding as of December 31, 2006 and April 28, 2006, respectively				162				2
Additional paid-in capital				52,563				1,998
Accumulated deficit				(241,771	)			—
	Total stockholders’ (deficit) equity			(189,046	)			2,000
	Total liabilities, minority interest and stockholders’ (deficit) equity		$	385,324			$	202,000

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Expenses:
	General and administrative		$	(241,771	)
Net loss			$	(241,771	)
Net loss per share — basic and diluted			$	(149.03	)
Weighted average number of common shares outstanding — basic and diluted				1,622

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		Common Stock
										Additional												Total
		Number of								Paid-In				Preferred				Accumulated				Stockholders’
		Shares				Amount				Capital				Stock				Deficit				(Deficit) Equity
BALANCE — April 28, 2006			—			$	—			$	—			$	—			$	—			$	—
Issuance of common stock			200				2				1,998				—				—				2,000
Issuance of vested and nonvested common stock			20,000				160				39,840				—				—				40,000
Amortization of nonvested common stock compensation			—				—				10,725				—				—				10,725
Net loss			—				—				—				—				(241,771	)			(241,771	)
BALANCE — December 31, 2006			20,200			$	162			$	52,563			$	—			$	(241,771	)		$	(189,046	)

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CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss					$	(241,771	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Stock based compensation					50,725
		Changes in operating assets and liabilities:
			Prepaid expenses				(179,878	)
			Other assets				(3,446	)
			Accrued liabilities				61,944
			Due to affiliates				312,426
				Net cash provided by operating activities			—
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from issuance of common stock						2,000
	Minority interest contributions to Operating Partnership						200,000
				Net cash provided by financing activities			202,000
NET CHANGE IN CASH							202,000
CASH — Beginning of period							—
CASH — End of period						$	202,000

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1.	Organization and Description of Business

2.	Summary of Significant Accounting Policies

F-7

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	Basis of Presentation

	Use of Estimates

	Concentration of Credit Risk

	Restricted Cash Held in Escrow

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	Organizational, Offering and Related Expenses

	Stock Compensation

	Income Taxes

	Per Share Data

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	Segment Disclosure

	Recently Issued Accounting Pronouncements

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3.	Commitments and Contingencies

	Litigation

4.	Related Party Transactions

	Offering Stage

	Selling Commissions

	Marketing Support Fee and Due Diligence Expense Reimbursement

	Other Organizational and Offering Expenses

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	Acquisition and Development Stage

	Acquisition Fees

	Reimbursement of Acquisition Expenses

	Operational Stage

	Asset Management Fee

	Property Management Fees

	Operating Expenses

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	Liquidity Stage

	Disposition Fees

	Subordinated Participation Interest

	Subordinated Distribution of Net Sales Proceeds

	Subordinated Distribution Upon Listing

	Subordinated Distribution Upon Termination

F-13

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	Due to Affiliates

5.	Minority Interest

6.	Stockholders’ (Deficit) Equity

	Common Stock

	Common Stock Held in Escrow

	Preferred Stock

	Distribution Reinvestment Plan

	Share Repurchase Plan

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	2006 Incentive Plan and Independent Directors Compensation Plan

		Restricted				Weighted Average
		Common				Grant Date
		Stock				Fair Value
Balance — April 28, 2006			—
Granted			20,000			$	10.00
Vested			(4,000	)		$	10.00
Forfeited			—				—
Balance — December 31, 2006			16,000			$	10.00
Vested or expected to vest — December 31, 2006			16,000			$	10.00

7.	Subordinated Participation Interest

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8.	General and Administrative Expenses

9.	Selected Quarterly Financial Data (Unaudited)

										Period from
		Quarters Ended								April 28, 2006
										(Date of Inception)
		December 31,				September 30,				through
		2006				2006				June 30, 2006
Revenues		$	—			$	—			$	—
Expenses			(192,112	)			(49,659	)			—
Net loss		$	(192,112	)		$	(49,659	)		$	—
Loss per share — basic and diluted		$	(46.10	)		$	(88.84	)		$	—

10.	Subsequent Events

	Status of our Offering

	Unsecured Loan

F-16

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	Property Acquisitions

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	Proposed Property Acquisitions

	Appointment to the Audit Committee

	Distribution

	Status of our Offering

	Unsecured Loans

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	Property Acquisitions

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	Potential Property Acquisitions

	Election of New Director

F-20

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	/s/ KMJ/ CORBIN & COMPANY LLP

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				Year Ended
				December 31,
				2006
Revenues:
	Rental income			$	1,432,000
	Tenant reimbursements				306,000
	Other				19,000
		Total revenues			1,757,000
Certain expenses:
	Grounds maintenance				46,000
	Building maintenance				52,000
	Real estate taxes				378,000
	Electricity, water and gas utilities				58,000
	Property management fees				50,000
	Insurance				7,000
	General and administrative				54,000
		Total certain expenses			645,000
Revenues in excess of certain expenses				$	1,112,000

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	Organization

	Basis of Presentation

	Revenue Recognition

	Use of Estimates

	Repairs and Maintenance

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2007		$	1,252,000
2008			930,000
2009			717,000
2010			510,000
2011			430,000
Thereafter			307,000
		$	4,146,000

				Agreggate Annual Rental		% Agreggate Annual Rental
Tenant Name		Date of Lease Expiration		Income		Income
Circle Design Group		July 31, 2012		$243,000		17%

	Litigation

	Environmental Matters

	Other Matters

F-24

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F-25

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	/s/ KMJ/ CORBIN & COMPANY LLP

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				Year Ended
				December 31,
				2006
Revenues:
	Rental income			$	581,000
	Tenant reimbursements				251,000
	Other				1,000
		Total revenues			833,000
Certain expenses:
	Grounds maintenance				14,000
	Building maintenance				48,000
	Real estate taxes				92,000
	Electricity, water and gas utilities				94,000
	Property management fees				16,000
	Insurance				3,000
	General and administrative				25,000
		Total certain expenses			292,000
Revenues in excess of certain expenses				$	541,000

F-27

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	Organization

	Basis of Presentation

	Revenue Recognition

	Use of Estimates

	Repairs and Maintenance

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2007		$	578,000
2008			591,000
2009			593,000
2010			593,000
2011			605,000
Thereafter			1,837,000
		$	4,797,000

				Aggregate				% Aggregate
		Date of Lease		Annual Rental				Annual Rental
Tenant Name		Expiration		Income				Income
Sisters of St. Francis Health Services, Inc.		January 31, 2013		$	365,000				63%
St. Vincent Hospital & Health Care Center		February 29, 2016		$	216,000				37%

	Litigation

	Environmental Matters

	Other Matters

F-29

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F-30

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	/s/ KMJ/ CORBIN & COMPANY LLP

F-31

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				Year Ended
				December 31,
				2006
Revenues:
	Rental income			$	1,839,000
	Tenant reimbursements				221,000
	Real estate taxes				56,000
	Other				15,000
		Total revenues			2,131,000
Certain expenses:
	Grounds maintenance				21,000
	Building maintenance				374,000
	Real estate taxes				144,000
	Electricity, water and gas utilities				289,000
	Property management fees				48,000
	Insurance				47,000
	General and administrative				269,000
	Other				34,000
		Total certain expenses			1,226,000
Revenues in excess of certain expenses				$	905,000

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	Organization

	Basis of Presentation

	Revenue Recognition

	Use of Estimates

	Repairs and Maintenance

F-33

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2007		$	945,000
2008			855,000
2009			793,000
2010			772,000
2011			444,000
Thereafter			173,000
		$	3,982,000

				Aggregate				% Aggregate
		Date of Lease		Annual Rental				Annual Rental
Tenant Name		Expiration		Income				Income
HealthEast Care Systems		September 30, 2009		$	246,000				13	%
Summit Orthopedics, Ltd.		May 31, 2011		$	487,000				26	%
Medical Associates of Minnesota, PA		September 30, 2012		$	289,000				16	%

	Litigation

	Environmental Matters

	Other Matters

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F-35

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	/s/ KMJ/ CORBIN & COMPANY LLP

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				Year Ended
				December 31,
				2006
Revenues:
	Rental income			$	2,135,000
	Tenant reimbursements				148,000
	Other				2,000
		Total revenues			2,285,000
Certain expenses:
	Grounds maintenance				75,000
	Building maintenance				302,000
	Real estate taxes				38,000
	Electricity, water and gas utilities				143,000
	Property management fees				134,000
	Insurance				37,000
	General and administrative				341,000
		Total certain expenses			1,070,000
Revenues in excess of certain expenses				$	1,215,000

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	Organization

	Basis of Presentation

	Revenue Recognition

	Use of Estimates

	Repairs and Maintenance

	Pilot Credit

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2007		$	2,131,000
2008			2,173,000
2009			2,217,000
2010			185,000
		$	6,706,000

Agreggate

% Agreggate

Date of Lease

Annual Rental

Annual Rental

Tenant Name

Expiration

Income

Income

Pfizer, Inc.

January 31, 2010

$

2,135,000

100%

	Litigation

	Environmental Matters

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	Other Matters

F-40

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F-41

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								Acquisition of				Acquisition of				Acquisition of				Acquisition of
				Company				Southpointe				Crawfordsville				Gallery				Lenox				Company
				Historical (A)				Property (B)				Property (C)				Property (D)				Property (E)				Pro Forma
ASSETS
Real estate investments:
	Land			$	—			$	2,889,002			$	698,651			$	1,222,696			$	1,724,388			$	6,534,737
	Building and improvements				—				9,962,564				5,435,201				5,298,549				14,041,691				34,738,005
					—				12,851,566				6,133,852				6,521,245				15,766,079				41,272,742
Cash and cash equivalents					202,000				—				—				—				—				202,000
Restricted cash					—				328,714				34,451				636,829				600,519				1,600,513
Prepaid expenses					179,878				—				—				—				24,232				204,110
Due from affiliates					—				—				—				—				28,006				28,006
Identified intangible assets					—				2,802,217				1,075,340				2,671,085				3,352,507				9,901,149
Other assets					3,446				68,262				—				231,104				46,753				349,565
	Total assets			$	385,324			$	16,050,759			$	7,243,643			$	10,060,263			$	19,818,096			$	53,558,085
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’ (DEFICIT) EQUITY
Liabilities:
Mortgage loan payable				$	—			$	9,146,000			$	4,264,000			$	6,000,000			$	12,000,000			$	31,410,000
Unsecured note payable to affiliate					—				5,115,000				2,385,000				1,000,000				—				8,500,000
Accrued liabilities					61,944				378,354				101,940				32,629				62,153				637,020
Due to affiliates					312,426				512,262				207,000				531,135				—				1,562,823
Security deposits and prepaid rent					—				85,505				25,066				3,572				52,274				166,417
Identified intangible liabilities					—				37,106				—				80,759				—				117,865
Other liabilities					—				—				—				—				583,333				583,333
	Total liabilities				374,370				15,274,227				6,983,006				7,648,095				12,697,760				42,977,458
Commitments and contingencies
Minority interest of limited partner in Operating Partnership					200,000				—				—				—				—				200,000
Stockholders’ equity:
Preferred stock, $0.01 par value; 200,000,000 shares authorized; none issued and outstanding					—				—				—				—				—				—
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 20,200 shares issued and outstanding					162				877	(F)			294	(F)			2,726	(F)			8,046	(F)			12,105
Additional paid-in capital					52,563				775,655	(F)			260,343	(F)			2,409,442	(F)			7,112,290	(F)			10,610,293
Accumulated deficit					(241,771	)			—				—				—				—				(241,771	)
	Total stockholders’ (deficit) equity				(189,046	)			776,532				260,637				2,412,168				7,120,336				10,380,627
		Total liabilities, minority interest and stockholders’ (deficit) equity		$	385,324			$	16,050,759			$	7,243,643			$	10,060,263			$	19,818,096			$	53,558,085

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		Company				Acquisition of				Acquisition of				Acquisition of				Acquisition of
		Historical				Southpointe				Crawfordsville				Gallery				Lenox				Pro Forma				Company
		(G)				Property (H)				Property (I)				Property (J)				Property (K)				Adjustments				Pro Forma
Rental and other income		$	—			$	1,188,984			$	563,701			$	1,442,074			$	1,546,288			$	(9,160	)(L)		$	4,731,887
Rental expenses			—				105,567				105,567				485,879				351,890				—				1,048,903
Property taxes and assessments			—				255,797				62,258				97,447				25,715				—				441,217
Insurance			—				4,737				2,030				31,805				25,038				—				63,610
Management fees			—				33,836				10,827				32,482				90,679				21,817	(M)			189,641
General and administrative			241,771				36,542				16,918				182,036				230,759				309,287	(N)			1,017,313
Interest expense			—				—				—				—				—				1,270,661	(O)			1,270,661
Depreciation and amortization			—				—				—				—				—				2,663,923	(L)			2,663,923
			241,771				436,479				197,600				829,649				724,081				4,265,688				6,695,268
Income (loss) from continuing operations		$	(241,771	)		$	752,505			$	366,101			$	612,425			$	822,207			$	(4,274,848	)		$	(1,963,381	)
Loss per share — basic and diluted continuing operations		$	(149.03	)																						$	(1.64	)
Weighted — average number of common shares outstanding — basic and diluted			1,622																				1,194,313	(P)			1,195,935

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F-44

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F-45

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	Table I — Experience in Raising and Investing Funds (Unaudited) Table II — Compensation to Sponsor (Unaudited) Table III — Annual Operating Results of Prior Programs (Unaudited) Table IV — Results of Completed Programs (Unaudited) Table V — Sales or Disposals of Properties (Unaudited)

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	•	The primary difference between the cash methods of accounting and accrual methods (both GAAP and the accrual method of accounting for income tax purposes) is that the cash method of accounting generally reports income when received and expenses when paid while the accrual method generally requires income to be recorded when earned and expenses recognized when incurred.
	•	GAAP requires that, when reporting lease revenue, the minimum annual rental revenue be recognized on a straight-line basis over the term of the related lease, whereas the cash method of accounting for income tax purposes requires recognition of income when cash payments are actually received from tenants, and the accrual method of accounting for income tax purposes requires recognition of income when the income is earned pursuant to the lease contract.
	•	GAAP requires that when an asset is considered held for sale, depreciation ceases to be recognized on that asset, whereas for income tax purposes, depreciation continues until the asset either is sold or is no longer in service.
	•	GAAP requires that when a building is purchased certain intangible assets and liabilities (such as above- and below-market leases, tenant relationships and in-place lease costs) are allocated separately from the building and are amortized over significantly shorter lives than the depreciation recognized on the building. These intangible assets and liabilities are not recognized for income tax purposes and are not allocated separately from the building for purposes of tax depreciation.
	•	GAAP requires that an asset is considered impaired when the carrying amount of the asset is greater than the sum of the future undiscounted cash flows expected to be generated by the asset, and an impairment loss must then be recognized to decrease the value of the asset to its fair value. For income tax purposes, losses are generally not recognized until the asset has been sold to an unrelated party or otherwise disposed of in an arm’s length transaction.

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											NNN				Public
			Initial Offering				Second Offering				2003 Value				Program
			G REIT, Inc.				G REIT, Inc.				Fund, LLC				Totals
Dollar Amount Offered			$	200,000,000			$	270,000,000			$	50,000,000			$	520,000,000
Dollar Amount Raised				200,000,000				237,315,000				50,000,000				487,315,000
Percentage Amount Raised				100.0	%			87.9	%			100.0	%			93.7	%
Less Offering Expenses:
	Selling Commissions			7.5	%			7.0	%			8.0	%
	Marketing Support & Due Diligence Reimbursement			2.0	%			3.0	%			2.5	%
	Organization & Offering Expenses(1)			2.5	%			2.0	%			2.5	%
	Due Diligence Allowance(2)			0.0	%			0.0	%			0.0	%
Reserves				0.0	%			0.0	%			8.0	%
Percent Available for Investment				88.0	%			88.0	%			79.0	%
Acquisition Cost:
	Cash Down Payment			87.5	%			87.5	%			71.0	%
	Loan Fees			0.0	%			0.0	%			2.5	%
	Acquisition Fees Paid to Affiliates			0.5	%			0.5	%			5.5	%
	Total Acquisition Cost			88.0	%			88.0	%			79.0	%
Percent Leveraged				49.7	%			49.7	%			51.7	%
Date Offering Began				22-Jul-02				23-Jan-04				11-Jul-03
Date Offering Ended				9-Feb-04				30-Apr-04				14-Oct-04
Length of Offering (months)				19				3				15
Months to Invest 90% of Amount Available for Investment (Measured from Beginning of Offering)				18				N/A				14
Number of Investors				13,867	(3)			13,867	(3)			826

(1)	Includes legal, accounting, printing and other offering expenses, including amounts for the reimbursement for marketing, salaries and direct expenses of employees engaged in marketing and other organization expenses.
(2)	Nonaccountable due diligence reimbursement to Selling Group.
(3)	Total number of investors for Initial Offering and Second Offering at December 31, 2006.

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																Other Programs
				G REIT,				NNN 2003												NNN 2002				NNN Apartment				Total
				Inc.				Value Fund, LLC				Subtotal				T REIT, Inc				Value Fund, LLC				REIT, Inc.				All Programs
Date Offering Commenced					22-Jul-02				11-Jul-03								22-Feb-00				15-May-02				19-Jul-06
Dollar Amount Raised				$	437,315,000			$	50,000,000			$	487,315,000			$	46,395,000			$	29,799,000			$	16,568,000	(1)		$	580,077,000
Amounts Paid to Sponsor from Proceeds of Offering:
	Selling Commissions to Selling Group Members			$	30,443,000			$	3,898,000			$	34,341,000			$	3,576,000			$	2,089,000			$	1,141,000			$	41,147,000
	Marketing Support & Due Diligence Reimbursement				10,818,000				1,251,000				12,069,000				671,000				2,005,000				411,000				15,156,000
	Organization & Offering Expenses				3,036,000				1,394,000				4,430,000				860,000				249,000				249,000				5,788,000
	Due Diligence Allowance				—				—				—				—				—				83,000				83,000
	Loan Fees				—				—				—				—				1,000				—				1,000
	Acquisition Fees				—				1,783,000				1,783,000				—				1,192,000				—				2,975,000
		Totals		$	44,297,000			$	8,326,000			$	52,623,000			$	5,107,000			$	5,536,000			$	1,884,000			$	65,150,000
Amounts Paid to Sponsor at Acquisition for Real Estate Acquisition Fees				$	13,763,000			$	2,041,000			$	15,804,000			$	585,000			$	—			$	1,884,000			$	18,273,000
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor				$	81,585,000	(2)		$	755,000			$	82,340,000			$	5,853,000	(3)		$	8,395,000	(4)		$	325,000			$	96,913,000
Amounts Paid to Sponsor from Operations — Year 2004
	Property Management Fees			$	4,293,000			$	272,000			$	4,565,000			$	343,000			$	840,000			$	—			$	5,748,000
	Asset Management Fees				—				—				—				—				—				—				—
	Leasing Commissions				801,000				—				801,000				48,000				630,000				—				1,479,000
		Totals		$	5,094,000			$	272,000			$	5,366,000			$	391,000			$	1,470,000			$	—			$	7,227,000
Amounts Paid to Sponsor from Operations — Year 2005
	Property Management Fees			$	5,617,000			$	268,000			$	5,885,000			$	291,000			$	477,000			$	—			$	6,653,000
	Asset Management Fees				—				—				—				—				—				—				—
	Leasing Commissions				2,756,000				747,000				3,503,000				349,000				86,000				—				3,938,000
	Totals			$	8,373,000			$	1,015,000			$	9,388,000			$	640,000			$	563,000			$	—			$	10,591,000
Amounts Paid to Sponsor from Operations — Year 2006
	Property Management Fees			$	4,811,000			$	596,000			$	5,407,000			$	84,000				—			$	24,000			$	5,515,000
	Asset Management Fees				—				—				—				265,000				—				—				265,000
	Leasing Commissions				3,705,000				947,000				4,652,000				—				—				—				4,652,000
		Totals		$	8,516,000			$	1,543,000			$	10,059,000			$	349,000			$	—			$	24,000			$	10,432,000
Amounts Paid to Sponsor from Property Sales and Refinancings
	Disposition Fees			$	7,828,000				1,069,000			$	8,897,000			$	1,700,000			$	1,280,000			$	—			$	11,877,000
	Incentive Fees				—				—				—				—				—				—				—
	Construction Management Fees				—				173,000				173,000				—				—				—				173,000
	Refinancing Fees				—				107,000				107,000				—				—				—				107,000
		Totals		$	7,828,000			$	1,349,000			$	9,177,000			$	1,700,000			$	1,280,000			$	—			$	12,157,000

(1)	Amount is as of December 31, 2006 as the offering has not closed. Such amount excludes amounts issued under the distribution reinvesment plan.
(2)	Amount for G REIT, Inc. represents cash generated from operations for the two years ended December 31, 2005, plus payments to the sponsor from operations for the three years ended December 31, 2006 due to the adoption of the liquidation basis of accounting as of December 31, 2005.
(3)	Amount for T REIT, Inc. represents cash generated from operations for the period from January 1, 2005 through June 30, 2005 and the year ended December 31, 2004, plus payments to the sponsor from operations for the three years ended December 31, 2006 due to the adoption of the liquidation basis of accounting as of June 30, 2005.
(4)	Amount for NNN 2002 Value Fund, LLC represents cash generated from operations for the period from January 1, 2005 through August 31, 2005 and the year ended December 31, 2004, plus payments to the sponsor from operations for the three years ended December 31, 2006 due to the adoption of the liquidation basis of accounting as of August 31, 2005.

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				Year Ended December 31,
				2005(4)				2004				2003				2002				Total
Gross Revenues				$	—			$	—			$	—			$	—			$	—
Profit on Sale of Properties					10,682,000				980,000				—				—				11,662,000
Interest, Dividends & Other Income					445,000				332,000				117,000				17,000				911,000
Gain on Sale of Marketable Securities					440,000				251,000				—				—				691,000
Equity in Earnings (Loss) of Unconsolidated Real Estate					1,337,000				(604,000	)			204,000				—				937,000
Income (Loss) from Discontinued Operations					(4,215,000	)			1,225,000				1,337,000				166,000				(1,487,000	)
Less: Operating Expenses					—				—				—				—				—
		General and Administrative Expenses			4,006,000				2,419,000				1,287,000				142,000				7,854,000
		Interest Expense(1)			2,054,000				1,243,000				293,000				15,000				3,605,000
		Depreciation & Amortization			—				—				—				—				—
		Minority Interest			—				—				—				—				—
		Income Taxes			—				398,000				—				—				398,000
Net Income (Loss) — GAAP Basis				$	2,629,000			$	(1,876,000	)		$	78,000			$	26,000			$	857,000
Taxable Income (Loss) From:
	Operations				2,511,000				11,273,000				1,083,000				(16,000	)			14,851,000
	Gain on Sale				11,963,000				251,000				—				—				12,214,000
Cash Generated From (Used By):
	Operating Activities				19,697,000				39,905,000				7,878,000				(609,000	)			66,871,000
	Investing Activities				80,432,000				(563,218,000	)			(291,418,000	)			(26,101,000	)			(800,305,000	)
	Financing Activities(2)				(76,789,000	)			552,058,000				296,053,000				35,259,000				806,581,000
Cash Generated From (Used By) Operations, Investing & Financing					23,340,000				28,745,000				12,513,000				8,549,000				73,147,000
Less: Cash Distributions From:
	Operating Activities — to Investors				19,023,000				26,335,000				5,285,000				—				50,643,000
	Operating Activities — to Minority Interest				674,000				376,000				74,000				—				1,124,000
	Investing & Financing Activities				—				—				—				—				—
	Other (return of capital)				13,865,000				—				—				170,000				14,035,000
Cash Generated (Deficiency) after Cash Distributions					(10,222,000	)			2,034,000				7,154,000				8,379,000				7,345,000
Less: Special Items (not including Sales & Refinancing)					—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	(10,222,000	)		$	2,034,000			$	7,154,000			$	8,379,000			$	7,345,000

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			Year Ended December 31,
			2005(4)				2004				2003				2002
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results:
	Ordinary Income (Loss)
	— from operations		$	5.72			$	30.19			$	13.14			$	(3.95	)
	— from recapture			—				—				—				—
	Capital Gain (Loss)			27.27				0.67				—				—
Cash Distributions to Investors(3)
	Sources (on GAAP basis)
	— Operating Activities			43.37				70.54				64.12				—
	— Investing & Financing Activities			—				—				—				—
	— Other (Return of Capital)			31.61				—				—				41.98
	Sources (on Cash basis)
	— Sales			—				—				—				—
	— Investing & Financing Activities			—				—				—				—
	— Operations			43.37				70.54				64.12				—
	— Other (Return of Capital)		$	31.61			$	—			$	—			$	41.98
Notes:
	(1) Includes amortization of deferred financing costs.
	(2) Includes proceeds from issuance of common stock — net.		$	—			$	236,109,000			$	138,305,000			$	18,604,000
	(3) Cash Distributions per $1,000 invested excludes distributions to minority interests.
	(4) The program adopted the liquidation basis of accounting as of December 31, 2005 and for all subsequent periods.

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				Period from
				January 1, 2005				Year Ended December 31,
				through
				June 30, 2005(4)				2004				2003				2002				Total
Gross Revenues				$	—			$	—			$	—			$	—			$	—
Profit on Sale of Properties					191,000				2,466,000				2,614,000				213,000				5,484,000
Interest, Dividends & Other Income					285,000				622,000				181,000				281,000				1,369,000
Gain on Sale of Marketable Securities					126,000				109,000				—				—				235,000
Equity in Earnings (Loss) of Unconsolidated Real Estate					787,000				581,000				1,160,000				1,126,000				3,654,000
Income (Loss) from Discontinued Operations					(272,000	)			31,000				1,076,000				1,241,000				2,076,000
Less: Operating Expenses					—				—				—				—				—
		General and Administrative Expenses			1,013,000				1,213,000				792,000				558,000				3,576,000
		Interest Expense(1)			44,000				52,000				50,000				10,000				156,000
		Depreciation & Amortization			—				—				—				—				—
		Minority Interest			—				—				—				—				—
		Income Taxes			—				—				—				—				—
Net Income (Loss) — GAAP Basis				$	60,000			$	2,544,000			$	4,189,000			$	2,293,000			$	9,086,000
Taxable Income (Loss) From:
	Operations				157,000				1,197,000				(1,100,000	)			(683,000	)			(429,000	)
	Gain on Sale				614,000				2,545,000				2,547,000				284,000				5,990,000
Cash Generated From (Used By):
	Operating Activities				883,000				3,590,000				2,950,000				2,290,000				9,713,000
	Investing Activities				249,000				(14,333,000	)			2,517,000				(19,279,000	)			(30,846,000	)
	Financing Activities(2)				(120,000	)			9,731,000				4,439,000				22,334,000				36,384,000
Cash Generated From (Used By) Operations, Investing & Financing					1,012,000				(1,012,000	)			9,906,000				5,345,000				15,251,000
Less: Cash Distributions From:
	Operating Activities — to Investors				792,000				3,438,000				2,950,000				2,290,000				9,470,000
	Operating Activities — to Minority Interest				91,000				152,000				—				—				243,000
	Investing & Financing Activities				—				—				—				—				—
	Other (return of capital)				1,118,000				358,000				896,000				573,000				2,945,000
Cash Generated (Deficiency) after Cash Distributions					(989,000	)			(4,960,000	)			6,060,000				2,482,000				2,593,000
Less: Special Items (not including Sales & Refinancing)					—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	(989,000	)		$	(4,960,000	)		$	6,060,000			$	2,482,000			$	2,593,000

A-7

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Table of Contents

				Period from
				January 1, 2005				Year Ended December 31,
				through
				June 30, 2005(4)				2004				2003				2002
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results:
	Ordinary Income (Loss)
		— from operations		$	3.41			$	25.85			$	(23.52	)		$	(17.02	)
		— from recapture			—				—				—				—
	Capital Gain (Loss)				13.33				54.97				54.47				7.08
	Cash Distributions to Investors(3)
		Sources (on GAAP basis)
		— Operating Activities			17.20				74.25				63.09				57.06
		— Investing & Financing Activities			—				—				—				—
		— Other (Return of Capital)			24.28				7.73				19.16				14.28
		Sources (on Cash basis)
		— Sales			—				—				—				—
		— Investing & Financing Activities			—				—				—				—
		— Operations			17.20				74.25				63.09				57.06
		— Other (Return of Capital)		$	24.28			$	7.73			$	19.16			$	14.28
Notes:
(1) Includes amortization of deferred financing costs.
(2) Includes proceeds from issuance of common stock — net				$	—			$	—			$	—			$	19,343,000
(3) Cash Distributions per $1,000 invested excludes distributions to minority interests.
(4) The program adopted the liquidation basis of accounting as of June 30, 2005 and for all subsequent periods. However, the taxable income numbers are for the period from January 1, 2005 through July 28, 2005, the date the plan of liquidation was formally approved.

A-8

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Table of Contents

																Period from June 19, 2003
				Year Ended December 31,												(Date of Inception)
																through
				2006				2005				2004				December 31, 2003				Total
Gross Revenues				$	3,742,000			$	1,262,000			$	653,000			$	—			$	5,657,000
Profit on Sale of Properties					7,056,000				5,802,000				—				—				12,858,000
Interest, Dividends & Other Income					527,000				416,000				86,000				3,000				1,032,000
Gain on Sale of Marketable Securities					134,000				344,000				—				—				478,000
Equity in Earnings (Loss) of Unconsolidated Real Estate					(1,139,000	)			2,510,000				(682,000	)			(132,000	)			557,000
Income (Loss) from Discontinued Operations					(1,314,000	)			670,000				(145,000	)			—				(789,000	)
Less: Operating Expenses					2,599,000				1,203,000				1,084,000				11,000				4,897,000
		General and Administrative Expenses			754,000				1,289,000				339,000				7,000				2,389,000
		Interest Expense(1)			2,680,000				768,000				638,000				—				4,086,000
		Depreciation & Amortization			2,611,000				665,000				286,000				—				3,562,000
		Minority Interest			(19,000	)			166,000				(133,000	)			(31,000	)			(17,000	)
		Income Taxes			—				—				—				—				—
Net Income (Loss) — GAAP Basis				$	381,000			$	6,913,000			$	(2,302,000	)		$	(116,000	)		$	4,876,000
Taxable Income From:
	Operations				(1,954,000	)			95,000				680,000				231,000				(948,000	)
	Gain on Sale				5,952,000				3,354,000				—				—				9,306,000
Cash Generated From (Used By):																					—
	Operating Activities				(4,789,000	)			238,000				2,476,000				174,000				(1,901,000	)
	Investing Activities				15,867,000				(64,529,000	)			(45,158,000	)			(9,932,000	)			(103,752,000	)
	Financing Activities				(12,015,000	)			70,050,000				52,269,000				12,437,000				122,741,000
Cash Generated From (Used By) Operations, Investing & Financing					(937,000	)			5,759,000				9,587,000				2,679,000				17,088,000
Less: Cash Distributions From:
	Operating Activities — to Investors				—				—				1,908,000				35,000				1,943,000
	Operating Activities — to Minority Interest				—				238,000				408,000				19,000				665,000
	Investing & Financing Activities				—				—				—				—				—
	Other (return of capital)(3),(4)				9,179,000				4,657,000				—				—				13,836,000
Cash Generated (Deficiency) after Cash Distributions					(10,116,000	)			864,000				7,271,000				2,625,000				644,000
Less: Special Items (not including Sales & Refinancing)					—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	(10,116,000	)		$	864,000			$	7,271,000			$	2,625,000			$	644,000

A-9

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Table of Contents

															Period from June 19, 2003
			Year Ended December 31,												(Date of Inception)
															through
			2006				2005				2004				December 31, 2003
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results:
	Ordinary Income (Loss)
	— from operations		$	(39.17	)		$	1.90			$	22.09			$	71.19
	— from recapture			—				—				—				—
	Capital Gain (Loss)			119.33				67.08				—				—
Cash Distributions to Investors(2)
	Sources (on GAAP basis)
	— Operating Activities			—				—				61.97				10.79
	— Investing & Financing Activities			—				—				—				—
	— Other (Return of Capital)			120.23				69.86				—				—
	Sources (on Cash basis)
	— Sales			—				—				—				—
	— Investing & Financing Activities			—				—				—				—
	— Operations			—				—				61.97				10.79
	— Other (Return of Capital)		$	120.23			$	69.86			$	—			$	—

(1)	Includes amortization of deferred financing costs.
(2)	Cash Distributions per $1,000 invested excludes distributions to minority interests.
(3)	Includes cash distributions of $3,182,000 and $1,164,000 to minority interests for the year ended December 31, 2006 and 2005, respectively.
(4)	Pursuant to NNN 2003 Value Fund, LLC’s Operating Agreement, cash proceeds from capital transactions are first treated as a return of capital.

A-10

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Table of Contents

				Period from												Period from May 15, 2002
				January 1, 2005				Year Ended December 31,								(Date of Inception)
				through												through
				August 31, 2005(3)				2004				2003				December 31, 2002				Total
Gross Revenues				$	—			$	—			$	—			$	—			$	—
Profit on Sale of Properties					6,674,000				—				—				—				6,674,000
Interest, Dividends & Other Income					76,000				6,000				46,000				2,000				130,000
Gain on Sale of Marketable Securities					—				—				—				—				—
Equity in Earnings (Loss) of Unconsolidated Real Estate					373,000				(278,000	)			84,000				—				179,000
Income (Loss) from Discontinued Operations					1,049,000				196,000				(596,000	)			(109,000	)			540,000
Less: Operating Expenses					—				—				—				—				—
		General and Administrative Expenses			15,000				99,000				69,000				25,000				208,000
		Interest Expense(1)			3,000				9,000				—				40,000				52,000
		Depreciation & Amortization			—				—				—				—				—
		Minority Interest			—				—				—				—				—
		Income Taxes			—				—				—				—				—
Net Income (Loss) — GAAP Basis				$	8,154,000			$	(184,000	)		$	(535,000	)		$	(172,000	)		$	7,263,000
Taxable Income From:
	Operations				143,000				732,000				137,000				132,000				1,144,000
	Gain on Sale				14,843,000				—				—				—				14,843,000
Cash Generated From (Used By):
	Operating Activities				3,378,000				2,984,000				2,140,000				698,000				9,200,000
	Investing Activities				22,977,000				(2,170,000	)			(47,060,000	)			(7,959,000	)			(34,212,000	)
	Financing Activities				(8,626,000	)			2,068,000				44,416,000				11,619,000				49,477,000
Cash Generated From Operations, Investing & Financing					17,729,000				2,882,000				(504,000	)			4,358,000				24,465,000
Less: Cash Distributions From:
	Operating Activities — to Investors				2,726,000				2,027,000				1,693,000				35,000				6,481,000
	Operating Activities — to Minority Interest				652,000				957,000				447,000				—				2,056,000
	Investing & Financing Activities				—				—				—				—				—
	Other (return of capital)(4)				10,330,000				410,000				100,000				—				10,840,000
Cash Generated (Deficiency) after Cash Distributions					4,021,000				(512,000	)			(2,744,000	)			4,323,000				5,088,000
Less: Special Items (not including Sales & Refinancing)					—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	4,021,000			$	(512,000	)		$	(2,744,000	)		$	4,323,000			$	5,088,000

A-11

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Table of Contents

			Period from												Period from May 15, 2002
			January 1, 2005				Year Ended December 31,								(Date of Inception)
			through												through
			August 31, 2005(3)				2004				2003				December 31, 2002
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results:
	Ordinary Income (Loss)
	— from operations		$	4.80			$	24.56			$	5.64			$	67.35
	— from recapture			—				—				—				—
	Capital Gain (Loss)			498.09				—				—				—
Cash Distributions to Investors(2)
	Sources (on GAAP basis)
	— Operating Activities			91.48				68.02				69.71				17.86
	— Investing & Financing Activities			—				—				—				—
	— Other (Return of Capital)			346.64				13.76				4.12				—
	Sources (on Cash basis)
	— Sales
	— Investing & Financing Activities			—				—				—				—
	— Operations			91.48				68.02				69.71				17.86
	— Other (Return of Capital)		$	346.64			$	13.76			$	4.12			$	—

(1)	Includes amortization of deferred financing costs.
(2)	Cash Distributions per $1,000 invested excludes distributions to minority interests.
(3)	The program adopted the liquidation basis of accounting as of August 31, 2005 and for all subsequent periods. However, the taxable income numbers are for the year ended December 31, 2005, as the liquidation basis of accounting is not applicable for income tax purposes.
(4)	Pursuant to NNN 2002 Value Fund, LLC’s Operating Agreement, cash proceeds from capital transactions are first treated as a return of capital.

A-12

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Table of Contents

																														Cost of Properties
		Selling Price, Net of Closing Costs & GAAP Adjustments																												Including Closing & Soft Costs
																																														Excess
																		Purchase																Total												(Deficiency)
										Cash								Money				Adjustments												Acquisition												Of Property
										Received								Mortgage				Resulting												Costs, Capital								Gain (loss)				Operating
										Net				Mortgage				Taken				from								Original				Improvements								on				Cash Receipts
		Date				Date of				of Closing				Balance at				Back By				Application								Mortgage				Closing &								sale of				Over Cash
Property		Acquired				Sale(1)				Costs(2)				Time of Sale				Program(3)				Of GAAP				Total(26)				Financing				Soft Costs(4)				Total				Investment				Expenditures
T REIT, Inc.
Gateway Mall(5)			Jan-03				Mar-04			$	2,452,000			$	4,876,000			$	8,700,000				N/A			$	16,028,000			$	5,000,000			$	10,259,000			$	15,259,000			$	769,000				N/A
Gateway Mall Land(6)			Feb-04				Sep-04			$	794,000			$	—			$	528,000				N/A			$	1,322,000			$	—			$	468,000			$	468,000			$	854,000				N/A
Saddleback Financial Center(7)			Sep-02				Dec-04			$	1,619,000			$	1,817,000				N/A				N/A			$	3,436,000			$	1,913,000			$	670,000			$	2,583,000			$	853,000				N/A
County Center Drive(8)			Jan-02				Apr-05			$	603,000			$	472,000				N/A				N/A			$	1,075,000			$	514,000			$	370,000			$	884,000			$	191,000				N/A
City Center West A(9)			Mar-02				Jul-05			$	13,379,000			$	11,015,000				N/A				N/A			$	24,394,000			$	11,586,000			$	6,836,000			$	18,422,000			$	5,972,000	(25)			N/A
Emerald Plaza(10)			Jun-04				Nov-05			$	1,390,000			$	1,850,000				N/A				N/A			$	3,240,000			$	1,850,000			$	807,000			$	2,657,000			$	583,000	(25)			N/A
Pacific Corporate Park(11)			Mar-02				Dec-05			$	1,645,000			$	—				N/A				N/A			$	1,645,000			$	3,534,000			$	(2,376,000	)		$	1,158,000			$	487,000	(25)			N/A
Reno Trademark Building(12)			Sep-01				Jan-06			$	2,310,000			$	1,778,000				N/A				N/A			$	4,088,000			$	1,080,000			$	1,728,000			$	2,808,000			$	1,280,000	(25)			N/A
Oakey Building(13)			Apr-04				Jan-06			$	917,000			$	863,000				N/A				N/A			$	1,780,000			$	392,000			$	808,000			$	1,200,000			$	580,000	(25)			N/A
University Heights			Aug-02				Jan-06			$	2,765,000			$	4,209,000				N/A				N/A			$	6,974,000			$	—			$	6,518,000			$	6,518,000			$	456,000	(25)			N/A
AmberOaks Corporate Center(14)			Jan-04				Jun-06			$	12,167,000			$	11,229,000				N/A				N/A			$	23,396,000			$	11,250,000			$	2,260,000			$	13,510,000			$	9,886,000	(25)			N/A
Titan Building & Plaza(15)			Apr-02				Jul-06			$	3,725,000			$	2,862,000				N/A				N/A			$	6,587,000			$	2,910,000			$	1,279,000			$	4,189,000			$	2,398,000	(25)			N/A

A-13

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Table of Contents

																														Cost of Properties
		Selling Price, Net of Closing Costs & GAAP Adjustments																												Including Closing & Soft Costs
																																														Excess
																		Purchase																Total												(Deficiency)
										Cash								Money				Adjustments												Acquisition												Of Property
										Received								Mortgage				Resulting												Costs, Capital								Gain (loss)				Operating
										Net				Mortgage				Taken				from								Original				Improvements								on				Cash Receipts
		Date				Date of				of Closing				Balance at				Back By				Application								Mortgage				Closing &								sale of				Over Cash
Property		Acquired				Sale(1)				Costs(2)				Time of Sale				Program(3)				Of GAAP				Total(26)				Financing				Soft Costs(4)				Total				Investment				Expenditures
G REIT, Inc.
525 B Street (Golden Eagle)			Jun-04				Aug-05			$	52,218,000			$	63,640,000				N/A				N/A			$	115,858,000			$	69,943,000			$	35,365,000			$	105,308,000			$	10,550,000				N/A
Park Sahara(16)			Mar-03				Dec-05			$	273,000			$	376,000				N/A				N/A			$	649,000			$	399,000			$	118,000			$	517,000			$	132,000				N/A
600 B Street (Comerica) (17)			Jun-04				Jul-06			$	91,730,000			$	—				N/A				N/A			$	91,730,000			$	56,057,000			$	11,638,000			$	67,695,000			$	24,035,000	(25)			N/A
Hawthorne Plaza			Apr-04				Sep-06			$	68,261,000			$	51,719,000				N/A				N/A			$	119,980,000			$	62,750,000			$	27,274,000			$	90,024,000			$	29,956,000	(25)			N/A
AmberOaks Corporate Center			Jan-04				Sep-06			$	27,584,000			$	18,050,000				N/A				N/A			$	45,634,000			$	14,250,000			$	20,455,000			$	34,705,000			$	10,929,000	(25)			N/A
Brunswig Square			Apr-04				Oct-06			$	9,639,000			$	15,543,000				N/A				N/A			$	25,182,000			$	15,830,000			$	7,327,000			$	23,157,000			$	2,025,000	(25)			N/A
Centerpoint Corporate Park			Dec-03				Oct-06			$	33,707,000			$	40,000,000				N/A				N/A			$	73,707,000			$	25,029,000			$	28,139,000			$	53,168,000			$	20,539,000	(25)			N/A
5508 Highway West 290			Sep-02				Nov-06			$	(862,000	)		$	9,588,000				N/A				N/A			$	8,726,000			$	6,700,000			$	2,026,000			$	8,726,000			$	—	(25)			N/A
Department of Children and Families Campus			Apr-03				Nov-06			$	2,898,000			$	8,881,000				N/A				N/A			$	11,779,000			$	7,605,000			$	3,004,000			$	10,609,000			$	1,170,000	(25)			N/A
Public Ledger Building			Feb-04				Nov-06			$	13,933,000			$	24,520,000				N/A				N/A			$	38,453,000			$	25,000,000			$	12,171,000			$	37,171,000			$	1,282,000	(25)			N/A
Atrium Building			Jan-03				Dec-06			$	(219,000	)		$	3,448,000				N/A				N/A			$	3,229,000			$	2,200,000			$	2,171,000			$	4,371,000			$	(1,142,000	)(25)			N/A
Gemini Plaza			May-03				Dec-06			$	5,633,000			$	10,089,000				N/A				N/A			$	15,722,000			$	9,815,000			$	3,178,000			$	12,993,000			$	2,729,000	(25)			N/A

A-14

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Table of Contents

																														Cost of Properties
		Selling Price, Net of Closing Costs & GAAP Adjustments																												Including Closing & Soft Costs
																																														Excess
																		Purchase																Total												(Deficiency)
										Cash								Money				Adjustments												Acquisition												Of Property
										Received								Mortgage				Resulting												Costs, Capital								Gain (loss)				Operating
										Net				Mortgage				Taken				from								Original				Improvements								on				Cash Receipts
		Date				Date of				of Closing				Balance at				Back By				Application								Mortgage				Closing &								sale of				Over Cash
Property		Acquired				Sale(1)				Costs(2)				Time of Sale				Program(3)				Of GAAP				Total(26)				Financing				Soft Costs(4)				Total				Investment				Expenditures
NNN 2002 Value Fund, LLC
Bank of America Plaza West			Sep-02				Mar-05			$	11,768,000			$	9,053,000				N/A				N/A			$	20,821,000			$	14,200,000			$	(53,000	)		$	14,147,000			$	6,674,000				N/A
Netpark (18)			Jun-03				Sep-05			$	15,249,000			$	17,014,000				N/A				N/A			$	32,263,000			$	15,750,000			$	8,298,000			$	24,048,000			$	8,215,000	(25)			N/A
NNN 2003 Value Fund, LLC
Satellite Place (19)			Nov-04				Feb-05			$	7,727,000			$	11,000,000				N/A				N/A			$	18,727,000			$	11,000,000			$	7,342,000			$	18,342,000			$	385,000				N/A
Financial Plaza (20)			Oct-04				Apr-05			$	2,327,000			$	4,110,000			$	2,300,000				N/A			$	8,737,000			$	4,125,000			$	1,597,000			$	5,722,000			$	3,015,000				N/A
801 K Street (21)			Mar-04				Aug-05			$	7,244,000			$	7,570,000				N/A				N/A			$	14,814,000			$	7,567,000			$	5,168,000			$	12,735,000			$	2,079,000				N/A
Emerald Plaza (22)			Jun-04				Nov-05			$	2,405,000			$	3,151,000				N/A				N/A			$	5,556,000			$	3,151,000			$	1,417,000			$	4,568,000			$	988,000				N/A
Southwood Tower			Oct-04				Dec-05			$	7,493,000			$	—				N/A				N/A			$	7,493,000			$	—			$	5,091,000			$	5,091,000			$	2,402,000				N/A
Oakey Building (23)			Apr-04				Jan-06			$	7,052,000			$	6,639,000				N/A				N/A			$	13,691,000			$	3,016,000			$	5,132,000			$	8,148,000			$	5,543,000				N/A
3500 Maple (24)			Dec-05				Oct-06			$	21,726,000			$	46,530,000				N/A				N/A			$	68,256,000			$	57,737,000			$	9,346,000			$	67,083,000			$	1,173,000				N/A

(1)	No sales were to affiliated parties except as noted below.
(2)	Net cash received plus assumption of certain liabilities by buyer.
(3)	The amounts shown are the face amounts and do not represent discounted current value.
(4)	Does not include pro-rata share of original offering costs. Amount shown is net of depreciation for consolidated properties and net of previous distributions received for unconsolidated properties.
(5)	In connection with the sale, we received a note receivable which was secured by a pledge agreement, bore interest at 6% per annum and matured on June 14, 2004. The note was refinanced by the buyer and we received $6,500,000 on July 9, 2004 and issued an adjustable note receivable for $2,200,000. The new note bears interest at 8.6% per annum and was due on August 1, 2006. The note was paid in full on May 5, 2006.
(6)	In connection with the sale, we received a note receivable which was secured by a pledge agreement, bore interest at 4% per annum and was due on March 7, 2005. The note was paid in full on March 7, 2005.
(7)	Represents results only for T REIT’s 25% tenant in common interest.
(8)	Represents results only for T REIT’s 16% interest.
(9)	Represents results only for T REIT’s 89.1% interest.

(10)	Represents results only for T REIT’s 2.7% interest.
(11)	Represents results only for T REIT’s 22.8% interest. Date of Sale is the date of sale of the last building in the property. Cash received is our final distribution on the investment and mortgage at the time of sale is the mortgage balance as of the date of the sale of the last building. Note that the balance was paid off in connection with the sale of one of the earlier buildings.
(12)	Represents results only for T REIT’s 40% tenant in common interest.
(13)	Represents results only for T REIT’s 9.8% interest.

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(14)	Represents results only for T REIT’s 75% tenant in common interest.
(15)	Represents results only for T REIT’s 48.5% tenant in common interest.
(16)	Represents results only for G REIT’s 4.75% interest.
(17)	The mortgage associated with 600 B Street (Comerica) was paid off in connection with a prior property sale.
(18)	This property was sold to an affiliated party. Represents results for NNN 2002 Value Fund, LLC’s 50% interest.
(19)	This property was sold to an affiliated party.
(20)	In connection with the sale, we received a note receivable secured by the property, bears interest at a fixed rate of 8.0% per annum and matures on April 1, 2008. The note requires monthly interest-only payments.
(21)	Represents results only for NNN 2003 Value Fund, LLC’s 18.3% interest.
(22)	Represents results only for NNN 2003 Value Fund, LLC’s 4.6% interest.
(23)	Represents results only for NNN 2003 Value Fund, LLC’s 75.4% interest.
(24)	Date of sale represents the date of sale of NNN 2003 Value Fund, LLC’s last remaining interest in the property. Represents results only for NNN 2003 Value Fund, LLC’s 99% interest.
(25)	Represents the book value gain. Under liquidation accounting, adopted as of June 30, 2005 for T REIT, Inc., August 31, 2005 for NNN 2002 Value Fund, LLC, and December 31, 2005 for G REIT, Inc. an investment is carried at its estimated fair value less costs to sell.
(26)	The allocation of the taxable gain between ordinary and capital is as follows:

		Capital Gain/(Loss)				Ordinary Income/(Loss)				Total
T REIT, Inc.
Northstar Crossing Shopping Center		$	(22,000	)		$	—			$	(22,000	)
Thousand Oaks(a)		$	N/A			$	—			$	—
Pahrump Valley Junction Shopping Center		$	2,569,000			$	—			$	2,569,000
Gateway Mall		$	1,477,000			$	—			$	1,477,000
Gateway Mall Land		$	243,000			$	—			$	243,000
Saddleback Financial Center		$	716,000			$	—			$	716,000
County Center Drive		$	259,000			$	(23,000	)		$	236,000
City Center West A		$	10,277,000			$	(912,000	)		$	9,365,000
Emerald Plaza		$	609,000			$	(129,000	)		$	480,000
Pacific Corporate Park		$	688,000			$	(85,000	)		$	603,000
Reno Trademark Building		$	1,422,000			$	(61,000	)		$	1,361,000
Oakey Building		$	361,000			$	(37,000	)		$	324,000
University Heights		$	1,788,000			$	13,000			$	1,801,000
AmberOaks Corporate Center		$	6,287,000			$	7,224,000			$	13,511,000
Titan Building & Plaza		$	3,107,000			$	133,000			$	3,240,000

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		Capital Gain/(Loss)				Ordinary Income/(Loss)				Total
G REIT, Inc.
525 B Street		$	11,769,000			$	(615,000	)		$	11,154,000
Park Sahara		$	177,000			$	(9,000	)		$	168,000
600 B Street (Comerica)		$	24,098,000			$	2,676,000			$	26,774,000
Hawthorne Plaza		$	25,977,000			$	1,527,000			$	27,504,000
AmberOaks Corporate Center		$	10,260,000			$	1,132,000			$	11,392,000
Brunswig Square		$	2,194,000			$	664,000			$	2,858,000
Centerpoint Corporate Park		$	20,997,000			$	1,731,000			$	22,728,000
5508 Highway West 290		$	1,712,000			$	518,000			$	2,230,000
Department of Children and Families Campus		$	1,518,000			$	(368,000	)		$	1,150,000
Public Ledger Building		$	5,422,000			$	329,000			$	5,751,000
Atrium Building		$	1,096,000			$	84,000			$	1,180,000
Gemini Plaza		$	2,426,000			$	701,000			$	3,127,000
NNN 2002 Value Fund, LLC
Bank of America Plaza West		$	6,363,000			$	(508,000	)		$	5,855,000
Netpark		$	8,481,000			$	1,069,000			$	9,550,000
NNN 2003 Value Fund, LLC
Satellite Place		$	—			$	509,000			$	509,000
Financial Plaza		$	—			$	2,254,000			$	2,254,000
801 K Street		$	1,972,000			$	48,000			$	2,020,000
Emerald Plaza		$	1,029,000			$	(218,000	)		$	811,000
Southwood Tower(a)		$	N/A			$	(4,000	)		$	(4,000	)
Oakey Building		$	2,788,000			$	(289,000	)		$	2,499,000
3500 Maple		$	1,523,000			$	501,000			$	2,024,000

(a)		No gain was recognized for tax purposes on the sale of Thousand Oaks and Southwood Tower as the net proceeds from the sale were reinvested in a like-kind exchange under Section 1031 of the Code.

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											Less				Total Private
			1				90		Subtotal of		8 Affiliated				Programs Excluding
			Opportunity				TIC		91 Private		Program				Affiliated
			Fund VIII, LLC				Programs		Programs		Ownerships				Ownerships
Dollar Amount Offered			$	20,000,000			$1,267,737,250		$1,287,737,250		$	27,992,271			$	1,259,744,979
Dollar Amount Raised			$	11,805,559			$1,267,617,378		$1,279,422,937		$	27,992,271			$	1,251,430,666
Percentage Amount Raised				59.0%			100.0%		99.4%			100.0%				99.3%
Less Offering Expenses:
	Selling Commissions			7.0%			7.0%		7.0%			7.8%				7.0%
	Marketing Support & Due Diligence Reimbursement			3.5%			3.1%		3.1%			2.5%				3.1%
	Organization & Offering Expenses(1)			2.5%			2.8%		2.8%			3.6%				2.8%
Reserves				8.0%			5.6%		5.6%			10.4%				5.6%
Percent Available for Investment				79.0%			81.5%		81.5%			75.7%				81.5%
Acquisition Cost:
	Cash Down Payment			74.5%			78.3%		78.3%			73.0%				78.3%
	Loan Fees			2.5%			2.9%		2.9%			1.7%				2.9%
	Acquisition Fees Paid to Affiliates			2.0%			0.3%		0.3%			1.0%				0.3%
	Total Acquisition Cost			79.0%			81.5%		81.5%			75.7%				81.5%
Percent Leveraged				82%			70%		70%
Date Offering Began				13-Dec-04			July 18, 2003 to October 31, 2006
Date Offering Ended				16-Jun-06			January 20, 2004 to December 21, 2006
Length of Offering (months)				17 months			2 to 17 months
Months to Invest 90% of Amount Available for Investment (Measured from Beginning of Offering)				n/a			1 to 12 months
Number of Investors
	Note Unit Holders			—			—		—			—				—
	LLC Members			336			1,841		2,177			7				2,170
	Tenants In Common (TICs)			—			2,226		2,226			1				2,225
	Total			336			4,067		4,403			8				4,395

(1)	Includes legal, accounting, printing and other offering expenses, including amounts for the reimbursement for marketing, salaries and direct expenses of employees engaged in marketing and other organization expenses.

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																14 Affiliated				Excluding
				91 Private				65 Other				156 Private				Program				Affiliated
				Programs				Programs				Programs				Ownerships				Ownerships
				July 18, 2003 to				July 1, 1998 to
				October 31, 2006				December 5, 2006
Date Offering Commenced
Dollar Amount Raised				$	1,277,315,922			$	450,796,920			$	1,728,112,842			$	61,634,586			$	1,666,478,256
Amounts Paid to Sponsor from Proceeds of Offering:
	Selling Commissions to Selling Group Members			$	89,633,759			$	7,359,732			$	96,993,491			$	2,138,691			$	94,854,800
	Marketing Support & Due Diligence Reimbursement				40,205,319				3,432,879				43,638,198				680,814				42,957,384
	Organization & Offering Expenses				35,109,983				2,531,591				37,641,574				983,587				36,657,987
	Loan Fees				11,502,553				377,438				11,879,991				52,205				11,827,786
	Acquisition Fees				394,800				—				394,800				—				394,800
		Totals		$	176,846,414			$	13,701,640			$	190,548,054			$	3,855,297			$	186,692,757
Amounts paid to Sponsor by Seller at Acquisition
	Real Estate Commissions — Acquisition			$	71,990,359			$	2,119,500			$	74,109,859			$	2,053,711			$	72,056,148
Dollar Amount of Cash Generated from Operations Before Deducting Payments to Sponsor				$	197,397,511			$	78,737,017			$	276,134,528			$	15,294,292			$	260,840,235
Amounts Paid to Sponsor from Operations — Year 2004
	Property Management Fees				2,854,066				6,612,706				9,466,772				1,057,290				8,409,482
	Asset Management Fees				58,549				954,351				1,012,900				—				1,012,900
	Leasing Commissions				407,010				2,456,282				2,863,292				336,915				2,526,377
		Totals		$	3,319,625			$	10,023,339			$	13,342,964			$	1,394,205			$	11,948,759
Amounts Paid to Sponsor from Operations — Year 2005
	Property Management Fees				6,359,036				4,116,953				10,475,989				1,125,630				9,350,359
	Asset Management Fees				31,103				990,656				1,021,758				—				1,021,758
	Leasing Commissions				159,107				523,885				682,993				29,051				653,942
		Totals		$	6,549,246			$	5,631,494			$	12,180,740			$	1,154,681			$	11,026,059
Amounts Paid to Sponsor from Operations — Year 2006
	Property Management Fees				15,282,297				3,827,945				19,110,242				611,229				18,499,013
	Asset Management Fees				—				—				—				—				—
	Leasing Commissions				8,629,019				2,278,024				10,907,043				238,113				10,668,930
		Totals		$	23,911,316			$	6,105,969			$	30,017,285			$	849,342			$	29,167,943
Amounts Paid to Sponsor from property sales and refinancings
	Real Estate Commissions			$	9,021,716			$	11,934,000			$	20,955,716			$	1,768,513			$	19,187,204
	Incentive Fees				242,853				3,183,281				3,426,134				181,499				3,244,635
	Construction Management Fees				400,698				337,838				738,536				110,122				628,414
	Refinancing Fees				340,480				325,281				665,761				81,900				583,860
		Totals		$	10,005,747			$	15,780,400			$	25,786,147			$	2,142,034			$	23,644,113

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			2006				2005				2004				2003				2002				2001
			122 TIC				100 TIC				60 TIC				36 TIC				18 TIC				2 TIC
			Programs				Programs				Programs				Programs				Programs				Programs
Gross Revenues			$	353,999,775			$	235,233,264			$	142,333,748			$	56,337,980			$	10,884,051			$	311,615
Profit on Sale of Properties				50,355,892				43,545,180				3,365,199				430,126				384,010				—
Less:
	Operating Expenses			132,962,673				90,121,252				48,978,673				19,298,613				2,478,639				60,597
	General and Administrative Expenses			9,143,262				4,321,152				2,034,752				825,416				171,242				667
	Interest Expense			129,424,655				72,621,838				35,325,336				14,787,045				3,698,852				93,874
	Depreciation & Amortization
Net Income (Note A)			$	132,825,077			$	111,714,202			$	59,360,186			$	21,857,032			$	4,919,328			$	156,477
Taxable Income (Loss) (Note A)
Cash Generated From:
	Operations		$	86,703,984			$	69,922,878			$	55,299,433			$	21,468,277			$	4,607,180			$	156,477
	Sales			128,888,158				149,023,359				11,384,836				883,148				312,300				—
	Refinancing			2,929,222				7,616,687				819,282				—				—				—
Cash Generated From Operations, Sales & Refinancing
	Before Additional Cash Adjustments			218,521,364				226,562,924				67,503,551				22,351,425				4,919,480				156,477
	Additional Cash Adjustments			—																				—
Less: Monthly Mortgage Principal Repayments				6,014,879				7,372,155				5,389,993				1,820,447				384,765				16,726
Cash Generated From Operations, Sales & Refinancing				212,506,485				219,190,768				62,113,558				20,530,978				4,534,715				139,751
Less: Cash Distributions to Investors From:
	Operating Cash Flow			73,814,263				53,006,015				31,274,654				11,476,777				2,347,002				22,395
	Sales & Refinancing			132,019,854				141,672,518				12,142,157				771,955				—				—
	Other (return of capital)(Note B)			3,831,095				338,295				501,251				117,219				—				—
Cash Generated (Deficiency) after Cash Distributions				2,841,273				24,173,941				18,195,496				8,165,027				2,187,713				117,356
Less: Special Items (not including Sales & Refinancing)				—				—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items			$	2,841,273			$	24,173,941			$	18,195,496			$	8,165,027			$	2,187,713			$	117,356
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
Cash Distributions to Investors Sources (on Tax basis)
	— Investment Income		$	—			$	—			$	—			$	—			$	—			$	—
	— Return of Capital			2.78				0.34				0.84				0.42				—				—
	Sources (on Cash basis)
	— Sales and Refinancing			95.81				143.98				20.42				2.78				—				—
	— Operations		$	53.57			$	53.87			$	52.60			$	41.40			$	30.13			$	3.31

Note A:	For the Tenant In Common (TIC) programs, individual investors are involved in a tax deferred exchange. Each TIC has an individual tax bases for depreciation and amortization and is responsible for their own calculations of depreciation and amortization.

Note B:

Approximately $3,480,000 in 2006 is due to the following: utilization of equity funded reserves for designated repairs in apartment programs ($1,900,000); utilization of equity funded reserves for payment of mezzanine interest ($380,000); acceleration of payments for interest expense and property taxes for income tax purposes ($450,000); unbilled CAM and rents at December 31, 2006 ($630,000); and unanticipated expenses due to hurricane damage at two properties ($120,000).

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				2006				2005				2004				2003				2002				2001
				13 Affiliated				14 Affiliated				14 Affiliated				6 Affiliated				2 Affiliated				1 Affiliated
				Programs				Programs				Programs				Programs				Programs				Program
Gross Revenues				$	6,916,777			$	11,244,143			$	18,500,226			$	6,352,154			$	594,889			$	22,090
Profit on Sale of Properties					7,149,318				3,113,871				—				158,777				145,659				—
Less: Operating Expenses					4,206,048				5,592,738				6,699,094				2,815,081				233,660				4,264
	General and Administrative Expenses				187,856				181,192				154,620				81,474				12,452				—
	Interest Expense				2,093,425				2,743,523				3,662,498				1,244,057				196,158				7,528
	Depreciation & Amortization
Net Income (Note A)				$	7,578,766			$	5,840,561			$	7,984,014			$	2,370,319			$	298,278			$	10,298
Taxable Income (loss) (Note A):
Cash Generated From:
	Operations			$	852,077			$	2,784,768			$	7,669,401			$	2,227,233			$	179,878			$	10,298
	Sales				20,674,751				12,910,464				—				334,987				118,459				—
	Refinancing				—				(10,403	)			287,066				—				—				—
Cash Generated From Operations, Sales & Refinancing
	Before Additional Cash Adjustments				21,526,828				15,684,829				7,956,467				2,562,220				298,337				10,298
	Additional Cash Adjustments																								—
Less: Monthly Mortgage Principal Repayments					113,815				144,097				105,701				34,142				10,842				1,709
Cash Generated From Operations, Sales & Refinancing					21,413,013				15,540,732				7,850,766				2,528,078				287,495				8,589
Less: Cash Distributions to Investors From:
	Operating Cash Flow				1,287,582				2,785,059				3,965,091				1,229,694				133,559				—
	Sales & Refinancing				22,627,577				11,054,797				259,288				292,767				—				—
	Other (return of capital)				—				—				20,997				—				—				—
Cash Generated (Deficiency) after Cash Distributions					(2,502,146	)			1,700,876				3,605,390				1,005,617				153,936				8,589
Less: Special Items (not including Sales & Refinancing)					—				—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	(2,502,146	)		$	1,700,876			$	3,605,390			$	1,005,617			$	153,936			$	8,589
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
Cash Distributions to Investors
	Sources (on Tax basis)
		— Investment Income		$	—			$	—			$	—			$	—			$	—			$	—
		— Return of Capital			—				—				0.34				—				—				—
	Sources (on Cash basis)
		— Sales and Refinancings			621.11				182.07				4.17				8.93				—				—
		— Operations		$	35.34			$	45.87			$	63.81			$	37.50			$	49.47			$	—

Note A:	For the Tenant In Common (TIC) programs, individual investors are involved in a tax deferred exchange. Each TIC has an individual tax bases for depreciation and amortization and is responsible for their own calculations of depreciation and amortization.

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			2006				2005				2004				2003				2002				2001
			122				100				60				36				18				2
			TIC Programs				TIC Programs				TIC Programs				TIC Programs				TIC Programs				TIC Programs
Gross Revenues			$	347,082,998			$	223,989,121			$	123,833,522			$	49,985,826			$	10,289,162			$	289,525
Profit on Sale of Properties				43,206,574				40,431,309				3,365,199				271,349				238,351				—
Less: Operating Expenses				128,756,625				84,528,514				42,279,579				16,483,532				2,244,979				56,333
	General and Administrative Expenses			8,955,406				4,139,960				1,880,132				743,942				158,790				667
	Interest Expense			127,331,230				69,878,315				31,662,838				13,542,988				3,502,694				86,346
	Depreciation & Amortization
Net Income (Note A)			$	125,246,311			$	105,873,641			$	51,376,172			$	19,486,713			$	4,621,050			$	146,179
Taxable Income (loss) (Note A):
Cash Generated From:
	Operations		$	85,851,907			$	67,138,110			$	47,630,032			$	19,241,044			$	4,427,302			$	146,179
	Sales			108,213,407				136,112,895				11,384,836				548,161				193,841				—
	Refinancing			2,929,222				7,627,089				532,216				—				—				—
Cash Generated From Operations, Sales & Refinancing
	Before Additional Cash Adjustments			196,994,536				210,878,094				59,547,084				19,789,205				4,621,143				146,179
	Additional Cash Adjustments																							—
Less: Monthly Mortgage Principal Repayments				5,901,064				7,228,058				5,284,292				1,786,305				373,923				15,017
Cash Generated From Operations, Sales & Refinancing				191,093,472				203,650,036				54,262,792				18,002,900				4,247,220				131,162
Less: Cash Distributions to Investors From:
	Operating Cash Flow			72,526,681				50,220,956				27,309,563				10,247,083				2,213,443				22,395
	Sales & Refinancing			109,392,277				130,617,721				11,882,869				479,188				—				—
	Other (return of capital) (Note B)			3,831,095				338,295				480,254				117,219				—				—
Cash Generated (Deficiency) after Cash Distributions				5,343,419				22,473,064				14,590,106				7,159,410				2,033,777				108,767
Less: Special Items (not including Sales & Refinancing)				—				—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items			$	5,343,419			$	22,473,064			$	14,590,106			$	7,159,410			$	2,033,777			$	108,767
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
Cash Distributions to Investors Sources (on Tax basis)
	— Investment Income		$	—			$	—			$	—			$	—			$	—			$	—
	— Return of Capital			2.86				0.37				0.90				0.48				—				—
	Sources (on Cash basis)
	— Sales and Refinancings			81.54				141.47				22.32				1.96				—				—
	— Operations		$	54.06			$	54.39			$	51.29			$	41.93			$	29.44			$	3.57

	Note A:	For the Tenant In Common (TIC) programs, individual investors are involved in a tax deferred exchange. Each TIC has an individual tax bases for depreciation and amortization and is responsible for their own calculations of depreciation and amortization.

	Note B:	Approximately $3,480,000 in 2006 is due to the following: utilization of equity funded reserves for designated repairs in apartment programs ($1,900,000); utilization of equity funded reserves for payment of mezzanine interest ($380,000); acceleration of payments

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		for interest expense and property taxes for income tax purposes ($450,000); unbilled CAM and rents at December 31, 2006 ($630,000); and unanticipated expenses due to hurricane damage at two properties ($120,000).

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				2006				2005				2004				2003				2002				2001
Gross Revenues				$	2,522,318			$	631,180			$	2,034,929			$	1,903,524			$	2,154,090			$	131,060
Profit on Sale of Properties					847,861				2,030,172				—				181,367				148,478				—
Less: Operating Expenses					924,806				401,885				980,612				885,929				999,943				62,336
		General and Administrative Expenses			81,553				163,504				94,807				138,261				127,893				—
		Interest Expense			1,576,853				240,744				558,522				494,086				793,565				68,223
		Depreciation & Amortization			—				351,244				636,822				423,758				473,500				35,452
Net Income — Tax Basis				$	786,967			$	1,503,975			$	(235,834	)		$	142,857			$	(92,333	)		$	(34,951	)
Taxable Income From:
		Operations		$	(60,894	)		$	(526,197	)		$	(235,834	)		$	(38,510	)		$	(240,811	)		$	(34,951	)
		Gain on Sale			847,861				2,030,172				—				181,367				148,478				—
Cash Generated From:
		Operations			(60,894	)			(174,953	)			648,863				412,827				280,598				501
		Sales			847,861				7,102,052				—				588,766				208,200				—
		Refinancing			—				—				(88,806	)			—				—				—
Cash Generated From Operations, Sales & Refinancing
		Before Additional Cash Adjustments			786,967				6,927,099				560,057				1,001,593				488,798				501
		Additional Cash Adjustments
Less: Monthly Mortgage Principal Repayments					—				52,148				77,695				66,812				62,020				—
Cash Generated From Operations, Sales & Refinancing					786,967				6,874,951				482,362				934,781				426,778				501
Less: Cash Distributions to Investors From:
	Operating Cash Flow				—								647,681				180,696				218,578				501
	Sales & Refinancing				1,898,534				2,623,375				—				588,766				208,200				—
	Other (return of capital)				—				—				121,775				—				130,342				17,848
Cash Generated (Deficiency) after Cash Distributions					(1,111,567	)			4,251,576				(287,094	)			165,319				(130,342	)			(17,848	)
Less: Special Items (not including Sales & Refinancing)					—				—				—				—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	(1,111,567	)		$	4,251,576			$	(287,094	)		$	165,319			$	(130,342	)		$	(17,848	)
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results:
	Ordinary Income (Loss)
		— from operations		$	(2.67	)		$	(47.87	)		$	(21.45	)		$	(3.50	)		$	(21.91	)		$	(13.66	)
		— from recapture											—				—				—				—
	Capital Gain (Loss)				37.19				184.69				—				16.50				13.51				—
Cash Distributions to Investors Sources (on Tax basis)
		— Investment Income			—				—				—				—				—				—
		— Return of Capital			—				—				11.08				—				11.86				6.98
	Sources (on Cash basis)
		— Sales			83.28				238.66				—				53.56				18.94				—
		— Refinancing			—				—				—				—				—				—
		— Operations		$	—			$	—			$	58.92			$	16.44			$	19.88			$	0.20

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				2006				2005				2004				2003
				closed				one				one				one
				Notes Program				Notes Program				Notes Program				Notes Program
Gross Revenues				$	—			$	—			$	70,032			$	413
Profit on Sale of Properties									—				—				—
Less: Operating Expenses									—				—				—
		General and Administrative Expenses							22,751				7,823				82
		Interest Expense							43,514				104,488				19,227
		Depreciation & Amortization							—				—				—
Net Income				$	—			$	(66,265	)		$	(42,279	)		$	(18,896	)
Taxable Income (Loss)
Cash Generated From:
		Operations		$	—			$	(66,265	)		$	(42,279	)		$	(18,896	)
		Sales							—				—				—
		Refinancing							—				—				—
Cash Generated From Operations, Sales & Refinancing
		Before Additional Cash Adjustments			—				(66,265	)			(42,279	)			(18,896	)
		Additional Cash Adjustments
Less: Monthly Mortgage Principal Repayments
Cash Generated From Operations, Sales & Refinancing					—				(66,265	)			(42,279	)			(18,896	)
Less: Cash Distributions to Investors From:
		Operating Cash Flow							—				—				—
		Sales & Refinancing							—				—				—
		Other (return of capital)							—				—				—
Cash Generated (Deficiency) after Cash Distributions					—				(66,265	)			(42,279	)			(18,896	)
Less: Special Items (not including Sales & Refinancing)									—				—				—
Cash Generated (Deficiency) after Cash Distributions and Special Items				$	—			$	(66,265	)		$	(42,279	)		$	(18,896	)
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
Cash Distributions to Investors
	Sources (on Tax basis)
		— Investment Income		$	—			$	11.00			$	11.00			$	11.00
		— Return of Capital			—				—				—				—
	Sources (on Cash basis)
		— Sales and Refinancing			—				—				—				—
		— Operations		$	—			$	—			$	—			$	—

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												NNN																								NNN								NNN
												2000				NNN Town				NNN				NNN				NNN				Yerington				Tech				NNN				County
				Tellride				Kiwi				Value				&				Bryant				Saddleback				Fund				Shopping				Fund				Alamosa				Center
				Barstow,				Assoc,				Fund,				Country,				Ranch,				Financial,				VIII,				Center,				III,				Plaza,				Drive,
				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC
Dollar Amount Raised				$	1,619,550			$	2,681,352			$	4,816,000			$	7,200,000			$	5,000,000			$	3,865,800			$	8,000,000			$	1,625,000			$	3,698,750			$	6,650,000			$	3,125,000
	Number of Properties Purchased				1				1				7				1				1				1				3				1				3				1				1
	Date of Closing of Offering				16-Dec-98				4-Feb-01				27-Feb-01				29-Mar-00				12-Nov-02				29-Oct-02				7-Mar-00				3-Aug-99				20-Jun-00				25-Oct-02				6-Feb-02
	Date of First Sale of Property				19-Feb-03				25-Feb-03				26-Oct-01				25-Jun-04				2-Nov-04				27-Dec-04				26-Mar-02				17-Jan-05				3-Jul-01				24-Mar-05				14-Apr-05
	Date of Final Sale of Property				19-Feb-03				25-Feb-03				15-Oct-02				25-Jun-04				2-Nov-04				27-Dec-04				6-Jan-04				17-Jan-05				7-Feb-05				24-Mar-05				14-Apr-05
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
	Cash Distributions to Investors
		Sources (on Tax basis)
		— Investment Income			—				—				—				—				—				—				—				—				—				—				—
		— Return of Capital			—				26.58				34.78				71.23				—				11.83				125.22				54.24				—				13.82				—
		Sources (on Cash basis)
		— Sales			884.53				1,053.34				880.51				1,221.31				1,206.17				1,384.96				1,305.19				1,132.76				1,293.88				1,266.59				1,206.37
		— Refinancing			—				—				195.48				68.33				—				—				—				—				—				—				—
		— Operations		$	401.16			$	175.12			$	155.63				268.98				184.74				181.08				129.11				496.14				446.45				210.94				247.48

Note: A

There are three notes programs that have completed operations and are closed. The notes programs report interest income to the note unit holders. The remaining programs included in this table are TIC programs with investors generally involved in tax deferred exchanges. Accordingly, each TIC has an individual tax basis for determining amortization and depreciation. Neither type of program requires depreciation or amortization, therefore, there is no presentation of Federal Income Tax Results.

	(1)	The investors received a note from Buyer as distributed proceeds from the sale.

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												(1)								NNN				NNN
				Truckee								NNN								City				LV								NNN
				River				NNN				Rocky				NNN				Center				1900				NNN				801								NNN
				Office				North				Mountain				Jefferson				West				Aerojet				Park				K				NNN				Springtown
				Tower,				Reno				Exchange,				Square,				A,				Way				Sahara,				Street,				Timberhills,				Mall,
				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC
Dollar Amount Raised				$	5,550,000			$	2,750,000			$	2,670,000			$	9,200,000			$	1,237,803			$	2,000,000			$	4,953,000			$	29,600,000			$	3,695,375			$	2,550,000
	Number of Properties Purchased				1				1				1				2				1				1				5				1				1				1
	Date of Closing of Offering				15-Jul-99				19-Jun-02				15-Feb-01				26-Aug-03				15-Mar-02				31-Aug-01				17-Mar-03				31-Mar-04				27-Nov-01				21-Mar-03
	Date of First Sale of Property				15-Apr-05				19-May-05				31-May-05				22-Jul-05				28-Jul-05				27-Sep-05				20-Dec-05				26-Aug-05				19-Oct-05				2-Nov-05
Date of Final Sale of Property					15-Apr-05				19-May-05				31-May-05				22-Jul-05				28-Jul-05				27-Sep-05				20-Dec-05				26-Aug-05				19-Oct-05				2-Nov-05
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
	Cash Distributions to Investors
		Sources (on Tax basis)
		— Investment Income			—				—				—				—				—				—				—				—				—				—
		— Return of Capital			—				—				24.79				—				13.68				—				35.18				—				—				—
		Sources (on Cash basis)
		— Sales			953.00				1,758.24				829.87				1,308.76				1,300.67				1,123.45				1,102.58				1,124.72				1,387.80				1,206.35
		— Refinancing			—				—				—				—				—				—				—				—				—				—
		— Operations			619.55				323.12				187.30				189.41				262.83				319.50				128.07				113.57				305.43				439.16

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																																								NNN
												NNN								NNN								NNN				NNN				NNN				Titan
				NNN				NNN				Exchange								1851				NNN				Oakey				City				Amber				Building
				Emerald				Kahana				Fund				NNN				E 1st				Reno				Building				Center				Oaks				and
				Plaza,				Gateway,				III,				PCP 1,				Street,				Trademark,				2003,				West B,				III,				Plaza,
				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC				LLC
Dollar Amount Raised				$	42,800,000			$	8,140,000			$	6,300,000			$	5,800,000			$	20,500,000			$	3,850,000			$	8,270,000			$	8,200,000			$	10,070,000			$	2,219,808
	Number of Properties Purchased				1				3				1				6				1				1				1				1				1				1
	Date of Closing of Offering				5-Jan-05				6-Mar-03				31-May-00				25-Jun-02				29-Jul-03				29-Sep-01				19-May-04				15-Jun-02				20-Jan-04				28-May-02
	Date of First Sale of Property				10-Nov-05				15-Nov-05				9-Dec-05				10-Oct-02				9-Jan-06				23-Jan-06				24-Jan-06				17-Apr-06				15-Jun-06				21-Jul-06
	Date of Final Sale of Property				10-Nov-05				15-Nov-05				9-Dec-05				29-Dec-05				9-Jan-06				23-Jan-06				24-Jan-06				17-Apr-06				15-Jun-06				21-Jul-06
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
	Cash Distributions to Investors
		Sources (on Tax basis)
		— Investment Income			—				—				—				—				—				—				—				—				—				—
		— Return of Capital			—				—				14.36				—				—				—				—				—				—				—
		Sources (on Cash basis)
		— Sales			1,203.34				1,638.63				427.98				1,016.63				1,262.45				1,256.62				1,343.87				1,882.87				1,622.67				1,582.58
		— Refinancing			—				—				—				—				—				283.64				—				—				—				—
		— Operations			92.28				252.29				231.59				283.85				238.01				361.45				136.48				306.07				190.19				589.44

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								NNN								NNN				NNN				NNN
				NNN				901				NNN				2004				2005				2006
				Las Cimas				Corporate				Sacramento				Notes				Notes				Notes
				II and III,				Center,				Corporate,				Program,				Program,				Program,				Program
				LLC				LLC				LLC				LLC				LLC				LLC				Totals
Dollar Amount Raised				$	32,250,000			$	6,292,125			$	12,000,000			$	5,000,000							$	1,044,881			$	285,224,444
	Number of Properties Purchased				2				1				1				N/A				N/A				N/A				57
	Date of Closing of Offering				9-Dec-04				3-Oct-03				21-May-01				14-Aug-01				14-Aug-01				22-May-03
	Date of First Sale of Property				7-Aug-06				22-Aug-06				17-Nov-06				N/A				N/A				N/A
	Date of Final Sale of Property				7-Aug-06				22-Aug-06				17-Nov-06				N/A				N/A				N/A
Tax and Distribution Data Per $1,000 Invested
Federal Income Tax Results (Note A):
	Cash Distributions to Investors
		Sources (on Tax basis)
		— Investment Income			—				—				—				66.00				33.00				30.00
		— Return of Capital			—				10.89				—				—				—				—
		Sources (on Cash basis)
		— Sales			1,328.68				1,190.72				1,396.11				—				—				—
		— Refinancing			—				—				—				—				—				—
		— Operations			199.70				172.94				405.69				—				—				—

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																														Cost of Properties
																														Including Closing & Soft Costs
										Selling Price,																								(3)
										Net of Closing Costs & GAAP Adjustments																								Total												(4)
																																		Acquisition												(Deficiency)
										(2)												Adjustments												Costs,												of Property
										Cash								Purchase				Resulting												Capital												Operating
										Received				Mortgage				Mortgage				from								(3)				Improvements												Cash
						Date				Net of				Balance				Taken				Application								Original				Closing &								Gain on				Receipts
(1)		Date				of				Closing				at Time				Back by				of								Mortgage				Soft								Sale of				Over Cash
Property		Acquired				Sale				Costs				of Sale				Program				GAAP				Total				Financing				Costs				Total				Investment				Expenditures
Belmont Plaza Shopping Center, Pueblo, CO			Jun-99				Jan-04			$	1,291,445			$	2,737,342				N/A				N/A			$	4,028,787			$	2,840,000			$	980,428			$	3,820,428			$	208,359			$	84,960
Century Plaza East Shopping Center, Lancaster, CA			Nov-98				Feb-04			$	3,434,518			$	6,557,693				N/A				N/A			$	9,992,211			$	6,937,000			$	2,029,944			$	8,966,944			$	1,025,267				N/A
Town and Country Village Shopping Center, Sacramento, CA			Jul-99				Jun-04			$	8,848,316			$	33,420,982				N/A				N/A			$	42,269,298			$	34,000,000			$	6,472,676			$	40,472,676			$	1,796,622			$	845,694
Bryant Ranch Shopping Center, Yorba Linda, CA			Sep-02				Nov-04			$	6,030,873			$	5,910,623				N/A				N/A			$	11,941,496			$	6,222,000			$	4,295,532			$	10,517,532			$	1,423,964			$	441,907
Saddleback Financial Center, Laguna Hills, CA(5)			Sep-02				Dec-04			$	7,138,617			$	7,269,300				N/A				N/A			$	14,407,917			$	7,650,000			$	4,169,605			$	11,819,605			$	2,588,312			$	260,813
Yerington Plaza Shopping Center, Yerington, NV			Mar-99				Jan-05			$	1,924,607			$	3,114,225				N/A				N/A			$	5,038,832			$	3,316,200			$	1,261,108			$	4,577,308			$	461,524			$	(31,961	)
Moreno Corporate Center, Moreno Valley, CA			Jun-00				Feb-05			$	6,687,677			$	8,246,910				N/A				N/A			$	14,934,587			$	9,200,000			$	3,420,584			$	12,620,584			$	2,314,003			$	(503,493	)
Alamosa Plaza Shopping Center, Las Vegas, NV			Oct-02				Mar-05			$	8,538,537			$	13,134,859				N/A				N/A			$	21,673,396			$	13,500,000			$	5,213,556			$	18,713,556			$	2,959,840			$	(429	)
County Center Drive, Temecula, CA(6)			Sep-01				Apr-05			$	3,614,632			$	2,951,930				N/A				N/A			$	6,566,562			$	3,210,000			$	2,247,787			$	5,457,787			$	1,108,775			$	179,605
Truckee River Office Tower, Reno, NV			Dec-98				Apr-05			$	4,902,752			$	12,000,000				N/A				N/A			$	16,902,752			$	12,000,000			$	6,434,344			$	18,434,344			$	(1,531,592	)		$	1,951,679
North Reno Plaza Shopping Center, Reno, NV			Jun-02				May-05			$	4,750,826			$	5,261,170				N/A				N/A			$	10,011,996			$	5,400,000			$	1,898,590			$	7,298,590			$	2,713,406			$	(116,347	)
Galena Street Building, Denver, CO(7)			Nov-00				May-05			$	0			$	5,275,000			$	2,105,747				N/A			$	7,380,747			$	5,275,000			$	2,541,815			$	7,816,815			$	(436,068	)		$	424,757
Jefferson Square, Seattle, WA			Jul-03				Jul-05			$	12,050,824			$	12,834,953				N/A				N/A			$	24,885,777			$	13,070,000			$	7,583,949			$	20,653,949			$	4,231,828			$	497,636
City Center West ‘A’, Las Vegas, NV(8)			Mar-02				Jul-05			$	15,982,448			$	12,358,953				N/A				N/A			$	28,341,401			$	13,000,000			$	9,712,906			$	22,712,906			$	5,628,495			$	631,797
801 K Street Building, Sacramento, CA(9)			Mar-04				Aug-05			$	34,092,300			$	41,350,000				N/A				N/A			$	75,442,300			$	41,350,000			$	26,332,745			$	67,682,745			$	7,759,555			$	450,684
1900 Aerojet Way, Las Vegas, NV			Aug-01				Sep-05			$	2,254,788			$	3,490,513				N/A				N/A			$	5,745,301			$	3,625,000			$	1,740,006			$	5,365,006			$	380,295			$	157,107
1840 Aerojet Way, Las Vegas, NV			Sep-01				Sep-05			$	3,128,166			$	2,669,550				N/A				N/A			$	5,797,716			$	2,938,000			$	2,370,647			$	5,308,647			$	489,069				N/A
Timberhills Shopping Center, Sonora, CA			Nov-01				Oct-05			$	4,916,439			$	6,163,260				N/A				N/A			$	11,079,699			$	6,390,000			$	3,122,242			$	9,512,242			$	1,567,457			$	453,420

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																														Cost of Properties
																														Including Closing & Soft Costs
										Selling Price,																								(3)
										Net of Closing Costs & GAAP Adjustments																								Total												(4)
																																		Acquisition												(Deficiency)
										(2)												Adjustments												Costs,												of Property
										Cash								Purchase				Resulting												Capital												Operating
										Received				Mortgage				Mortgage				from								(3)				Improvements												Cash
						Date				Net of				Balance				Taken				Application								Original				Closing &								Gain on				Receipts
(1)		Date				of				Closing				at Time				Back by				of								Mortgage				Soft								Sale of				Over Cash
Property		Acquired				Sale				Costs				of Sale				Program				GAAP				Total				Financing				Costs				Total				Investment				Expenditures
Springtown Mall Shopping Center, San Marcos, TX			Dec-02				Nov-05			$	2,874,263			$	4,541,495				N/A				N/A			$	7,415,758			$	4,700,000			$	1,940,473			$	6,640,473			$	775,285			$	(184,060	)
Emerald Plaza, San Diego, CA(10)(11)			Jun-04				Nov-05			$	50,123,011			$	68,500,000				N/A				N/A			$	118,623,011			$	68,500,000			$	33,925,438			$	102,425,438			$	16,197,573			$	(1,099,959	)
Kahana Gateway Shopping Center and Professional Building, Maui, HI			Dec-02				Nov-05			$	11,165,104			$	12,642,394				N/A				N/A			$	23,807,498			$	13,041,000			$	6,732,222			$	19,773,222			$	4,034,276			$	602,436
County Fair Mall, Woodland, CA			Dec-99				Dec-05			$	2,977,973			$	11,488,641				N/A				N/A			$	14,466,614			$	11,835,000			$	5,642,906			$	17,477,906			$	(3,011,292	)		$	648,998
Park Sahara Office Park, Las Vegas, NV(12)			Mar-03				Dec-05			$	6,548,932			$	7,911,654				N/A				N/A			$	14,460,586			$	8,400,000			$	4,326,695			$	12,726,695			$	1,733,891			$	(260,846	)
Pacific Corporate Park, Lake Forest, CA(13)(14)			Mar-02				Dec-05			$	12,655,065			$	15,500,000				N/A				N/A			$	28,155,065			$	15,500,000			$	9,816,378			$	25,316,378			$	2,838,687			$	(604,058	)
1851 E 1st Street, Santa Ana, CA			Jun-03				Jan-06			$	24,141,399			$	49,000,000				N/A				N/A			$	73,141,399			$	45,375,000			$	18,587,746			$	63,962,746			$	9,178,653			$	(977,472	)
Reno Trademark, Reno, NV(15)			Sep-01				Jan-06			$	5,742,885			$	4,444,615				N/A				N/A			$	10,187,500			$	2,700,000			$	4,919,977			$	7,619,977			$	2,567,523			$	78,045
Oakey Building, Las Vegas, NV(16)			Apr-04				Jan-06			$	7,428,067			$	10,650,000				N/A				N/A			$	18,078,067			$	4,000,000			$	11,441,254			$	15,441,254			$	2,636,813			$	1,626,067
City Center West ‘B’, Las Vegas, NV			Jan-02				Apr-06			$	18,318,726			$	14,115,548				N/A				N/A			$	32,434,274			$	14,650,000			$	7,515,962			$	22,165,962			$	10,268,312			$	(3,257,037	)
Amber Oaks III, Austin, TX(17)			Jan-04				Jun-06			$	16,252,892			$	15,000,000				N/A				N/A			$	31,252,892			$	15,000,000			$	9,736,741			$	24,736,741			$	6,516,151			$	1,412,415
Titan Building and Plaza, San Antonio, TX(18)			Apr-02				Jul-06			$	6,521,705			$	6,900,000				N/A				N/A			$	13,421,705			$	6,000,000			$	4,130,277			$	10,130,277			$	3,291,428			$	1,564,882
Las Cimas II and III, Austin, TX			Sep-04				Aug-06			$	44,214,822			$	45,217,600				N/A				N/A			$	89,432,422			$	46,800,000			$	27,046,337			$	73,846,337			$	15,586,085			$	(568,942	)
901 Corporate Center, Monterey Park, CA			Aug-03				Aug-06			$	8,602,046			$	10,905,994				N/A				N/A			$	19,508,040			$	11,310,000			$	5,361,786			$	16,671,786			$	2,836,254			$	(917,688	)
Sacramento Corporate Center, Sacramento, CA			Mar-01				Nov-06			$	22,734,929			$	21,213,069				N/A				N/A			$	43,947,998			$	22,250,000			$	14,333,839			$	36,583,839			$	7,364,159			$	(255,104	)
Parkwood I and II, Woodlands, TX			Dec-02				Dec-06			$	10,197,512			$	14,531,163				N/A				N/A			$	24,728,675			$	13,922,000			$	8,534,931			$	22,456,931			$	2,271,744			$	3,217,904

	(1)	No sales were to affiliated parties except as noted below.
	(2)	Net cash received plus assumption of certain liabilities by buyer.
	(3)	Does not include pro-rata share of original offering costs.
	(4)	Includes add back of monthly principal reductions during the operating cycle (see Table III) as total cost includes balance of Original Mortgage Financing
	(5)	A Private Program owned 75% of the property. TREIT, Inc, an affilate owned 25% of the property. The above reflects property level sale results, or 100% of the ownership.
	(6)	TREIT Inc, an affiliate owned a 16% tenant in common interest in the NNN County Center Drive, LLC. The private program owning 100% of the property.
	(7)	This property was sold to Triple Net Properties.
	(8)	A Private Program owned 10.875% of the property. TREIT, Inc, a affiliate owned 89.125% of the property. The above reflects property level sale results, or 100% ownership.

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	(9)	NNN 2003 Value Fund, LLC, an affiliate owned a 85% membership interest in NNN 801 K Street, LLC which had a 21.5% tenant in common interest in the private program owning 100% of the property.

(10)	NNN 2003 Value Fund, LLC, an affiliate owned a 22.4% membership interest in NNN Emerald Plaza, LLC which had a 20.5% tenant in common interest in the private program owning 100% of the property.
(11)	TREIT, Inc, an affiliate owned a 13.2% membership interest in NNN Emerald Plaza, LLC which had a 20.5% tenant in common interest in the private program owning 100% of the property.
(12)	A Private Program owned 95.25% of the property. GREIT, Inc, a affiliate owned 4.75% of the property. The above reflects property level sale results, or 100% ownership.
(13)	NNN 2001 Value Fund, LLC owned 40% of the property. NNN Pacific Corporate Park I, LLC owned 60% of the property. The above reflects property level sale results, or 100% ownership.
(14)	TREIT, Inc, an affiliate owned a 37.9% membership interest in NNN Pacific Corporate Park I, LLC which had a 60% interest in the property.(
(15)	A Private Program owned 60% of the property. TREIT, Inc, an affiliate owned 40% of the property. The above reflects property level sale results, or 100% ownership.
(16)	NNN 2003 Value Fund, LLC and TREIT, Inc, affiliates, respectively owned a 75.4% and 9.8% membership interests in NNN Oakey 2003, LLC which owned 100% of the property.
(17)	TREIT, Inc, an affiliate owned a 75% tenant in common interest in NNN Amber Oaks, LLC. The private program owned 100% of the property.
(18)	A Private Program owned 51.5% of the property. TREIT, Inc, an affiliate owned 48.5% of the property. The above reflects property level sale results, or 100% ownership.

	*	Partial sales of the White Lakes Mall, and Netpark have occurred; however, a portion of the original acquisitions still remain in the program. No reporting of these sales will occur until the entire original acquisition has been disposed of.

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To:		NNN Healthcare/ Office REIT, Inc. 7103 South Revere Parkway Centennial, CO 80112

	(a) The assignability and transferability of the Shares is restricted and will be governed by the Amended and Restated Articles of Incorporation and the Bylaws of the Company and all applicable laws as described in the Prospectus.
	(b) Prospective investors should not invest in Shares unless they have an adequate means of providing for their current needs and personal contingencies and have no need for liquidity in this investment.
	(c) There will be no public market for the Shares, and accordingly, it may not be possible to readily liquidate an investment in the Shares.

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1.	INVESTMENT

A minimum initial investment of $1,000 (100 Shares) is required. A check for the full purchase price of the Shares subscribed for should be made payable to the order of “NNN Healthcare/ Office REIT, Inc.” Shares may be purchased only by persons meeting the standards set forth under the section of the Prospectus entitled “Suitability Standards.” Please indicate the state in which the sale was made. If additional investments in the Company are made, the investor agrees to notify the Company and the Broker-Dealer named on the Subscription Agreement Signature Page in writing if at any time he fails to meet the applicable suitability standards or he is unable to make any other representations or warranties set forth in the Prospectus or the Subscription Agreement.

2.	TYPE OF OWNERSHIP

	Please check the appropriate box to indicate the type of entity or type of individuals subscribing.

3.	REGISTRATION NAME AND ADDRESS

Please enter the exact name in which the Shares are to be held. For joint tenants with right of survivorship or tenants in common, include the names of all investors. For partnerships or corporations, include the name of an individual to whom correspondence will be addressed. Trusts should include the name of the trustee. All investors must complete the space provided for taxpayer identification number or social security number. By signing in Section 3, the investor is certifying that this number is correct. Enter the mailing address and telephone numbers of the registered owner of this investment. In the case of a Qualified Plan or trust, this will be the address of the trustee. Indicate the birth date and occupation of the registered owner unless the registered owner is a partnership, corporation or trust.

4.	INVESTOR NAME AND ADDRESS

	Complete this Section only if the investor’s name and address is different from the registration name and address provided in Section 3. If the Shares are registered in the name of a trust, enter the name, address, telephone number, social security number, birth date and occupation of the beneficial owner of the trust.

5.	SUITABILITY STANDARDS AND SUBSCRIBER SIGNATURE

Please separately initial each representation made by the investor where indicated. Each investor must sign and date this Section. Certain states have imposed special financial suitability standards for subscribers who purchase Shares. Please note the higher suitability standards described in the Prospectus for residents of Arizona, California, Iowa, Kansas, Maine, Massachusetts, Michigan, Missouri, North Carolina, Ohio and Tennessee. Except in the case of fiduciary accounts, the investor may not grant any person a power of attorney to make such representations on his or her behalf. If title is to be held jointly, all parties must sign. If the registered owner is a partnership, corporation or trust, a general partner, officer or trustee of the entity must sign. NOTE: THESE SIGNATURES ARE NOT REQUIRED TO BE NOTARIZED.

6.	DISTRIBUTION REINVESTMENT PLAN

By electing to participate in the Distribution Reinvestment Plan, the investor elects to reinvest 100% of cash distributions otherwise payable to the investor in common stock of the Company. The investor agrees to notify the Company and the Broker-Dealer named on the Subscription Agreement Signature Page in writing if at any time he fails to meet the applicable suitability standards or he is unable to make any other representations and warranties as set forth in the Prospectus or Subscription Agreement. If cash distributions are to be sent to an address other than that provided in Section 3 (i.e., a bank, brokerage firm or savings and loan), please provide the name, account number and address in Section 7.

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7.	DISTRIBUTIONS

	Select one of the two options. If this section is not completed, distributions will be paid to the registered owner (or custodian, if applicable).

8.	BROKER-DEALER

This Section is to be completed and executed by the Registered Representative. Please complete all BROKER-DEALER information contained in Section 8 including suitability certification. The Subscription Agreement Signature Page, which has been delivered with this Prospectus, together with a check for the full purchase price, should be delivered or mailed to your Broker-Dealer. Only original, completed copies of Subscription Agreements can be accepted. Photocopied or otherwise duplicated Subscription Agreements cannot be accepted by the Company.

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# of Shares           Total $ Invested (# Shares x $10.00 = $ Invested)
o  INITIAL INVESTMENT  o  ADDITIONAL INVESTMENT		Minimum initial purchase = 100 Shares or $1,000

o		Individual (01)		o		Company or Corporation (08)
o		Joint Tenants With Right of Survivorship (02)		o		IRA (09)
o		Tenants in Common (03)		o		Keogh (10)
o		Community Property (04)		o		Custodian for          under the Uniform Gift to Minors
o		Qualified Pension or Profit Sharing Plan (05)				Act or the Uniform Transfers to Minors Act of the State
o		Trust (06)				of          (11)
o		Partnership (07)		o		Other

	3(a)	Please print name(s) in which Shares are to be registered. Include trust, entity or IRA custodian name and account number, if applicable.

	Taxpayer Identification Number        -

	Social Security Number           -      -

3(b)	IRA Custodian:

Signature of Custodian		Date

Name(s):                                            Taxpayer ID Number     -
Social Security Number       -    -

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	Please indicate below your:

	Please separately initial each of the representations below. In the case of joint investors, each investor must initial. Except in the case of fiduciary accounts, you may not grant a person a power of attorney to make such a representation on your behalf. In order to induce the Company to accept this subscription, I hereby represent and warrant to you as follows:

(a)		I have received the Prospectus.
				Initials		Initials
(b)		I accept and agree to be bound by the terms and conditions of the charter.
				Initials		Initials
(c)		I have (i) a net worth (exclusive of home, home furnishings and automobiles) of $150,000 or more; or (ii) a net worth (as described above) of at least $45,000 and had during the last year or estimate that I will have during the current tax year a minimum of $45,000 annual gross income, or I meet the higher suitability requirements imposed by my state of primary residence as set forth in the Prospectus under “Suitability Standards.”
				Initials		Initials
(d)		I am purchasing the Shares for my own account and acknowledge that the investment is not liquid.
				Initials		Initials

	I declare that the information supplied above is true and correct and may be relied upon by the Company in connection with my investment in the Company.

	Under penalty of perjury, by signing this Signature Page, I hereby certify that (a) I have provided herein my correct Taxpayer Identification Number; (b) I am not subject to backup withholding as a result of a failure to report all interest or dividends, or the Internal Revenue Service has notified me that I am no longer subject to backup withholding; and (c) I am a U.S. Citizen unless I have indicated otherwise in Section 3.
	I understand that I will not be admitted as a shareholder until my investment has been accepted. Depositing of my check alone does not constitute acceptance. The acceptance process includes, but is not limited to, reviewing the Subscription Agreement for completeness and signatures, conducting an Anti-Money Laundering check as required by the USA PATRIOT Act, and depositing of funds.
	I represent that I am not a person with whom dealings by U.S. persons are, unless licensed, prohibited under any Executive Order or federal regulation administered by the U.S. Treasury Department’s Office of Foreign Assets Control.

Signature of Investor or Trustee		Signature of Joint Owner, if any
Date		Date

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Signature		Date
Signature of Joint Owner		Date

	8(a) For direct deposit to checking account, please complete Direct Deposit Authorization form on page B-10.
	8(b) Complete the following section only to direct distributions to an address other than registration address:

Special Distributions:		o		Send to registered owner address of record
		o		Send to distribution address
				(Special distributions for IRA account investments will be sent directly to custodian.)

	The registered representative must sign below to complete the subscription. The registered representative warrants that he has reasonable grounds to believe this investment is suitable for the subscriber as set forth in the Section of the Prospectus entitled “INVESTOR SUITABILITY STANDARDS” and that he has informed the subscriber of all aspects of liquidity and marketability of this investment as required by the Dealer Manager Agreement and/or the Participating Broker-Dealer Agreement.

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	I hereby certify that I hold a Series 7 or Series 62 NASD license and am registered in                , the State of Sale.
	Signature of Registered Representative

	This Subscription Agreement representing an investment in NNN Healthcare/ Office REIT, Inc. for the above referenced investor has been reviewed and approved as complete and correct by the under signed principal of the above-referenced broker-dealer.

Please send completed subscription agreement (with all signatures) with checks made payable to “NNN Healthcare/Office REIT, Inc.,” to:
NNN Healthcare/Office REIT, Inc. 7103 South Revere Parkway Centennial, CO 80112

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1.

Name of registered owner(s), exactly as name(s) appear(s) on stock certificate or subscription agreement: _________________________________________________________________ _________________________________________________________________ 2. Social Security number(s) of registered owner(s): _________________________________________________________________ _________________________________________________________________ 3. Daytime phone number: (            ) _________________________________________________________________ 4. State of Residence: _________________________________________________________________

2.	Social Security Number OR Tax Identification Number:

2.	Social Security Number OR Tax Identification Number:

X				X
Signature		Date		Signature		Date

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Signature:		Date:
Name:
Signature of Joint Owner:		Date:
Name:

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	During Public Offerings. For the period during which the Company is engaged in the primary offering of Shares pursuant to the Registration Statement on Form S-11 (File No. 333-133652) (the “Offering”), the repurchase price for Shares will be $9.00.
	Non-Offering Periods. During the twelve-month period immediately following the termination of the Offering (the “First Period”), the repurchase price for Shares will be $9.25 per Share. During the twelve-month period immediately following the termination of the First Period (the “Second Period”), the repurchase price for Shares will be $9.50 per Share. During the twelve-month period immediately following the termination of the Second Period (the “Third Period”), the repurchase price per Share will be $9.75 per Share. After the termination of the Third Period, the repurchase price per Share will be the greater of: (i) $10.00 per Share; or (ii) a price equal to 10 times the Company’s “funds available for distribution” per weighted average Share outstanding for the prior calendar year.

Holding Period. Only Shares that have been held by the presenting stockholder for at least one (1) year are eligible for repurchase by the Company, except as follows. Subject to the conditions and limitations below, the Board will have the discretion to repurchase Shares held for less than the one-year holding period upon the death of a stockholder who is a natural person, including Shares held by such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, after receiving written notice from the estate of the stockholder, the recipient of the Shares through bequest or inheritance, or, in the case of a revocable grantor trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust. The Company must receive the written notice within 180 days after the death of the stockholder. If spouses are joint registered holders of Shares, the request to repurchase the shares may be made if either of the registered holders dies. This discretionary waiver of the one-year holding period will not apply to a stockholder is not a natural person, such as a trust other than a revocable grantor trust, partnership, corporation or other similar entity.

Furthermore, and subject to the conditions and limitations described below, the Board will have the discretion to repurchase Shares held by a stockholder who is a natural person, including Shares held by such stockholder through a revocable grantor trust, or an IRA or other retirement or profit-sharing plan, with a “qualifying disability,” as determined by the Board, after receiving written notice from such stockholder. The Company must receive the

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	written notice within 180 days after such stockholder’s qualifying disability. This discretionary waiver of the one-year holding period will not apply to a stockholder is not a natural person, such as a trust other than a revocable grantor trust, partnership, corporation or other similar entity.

	Minimum — Maximum. A stockholder must present for repurchase a minimum of 25%, and a maximum of 100%, of the Shares owned by the stockholder on the date of presentment. Fractional shares may not be presented for repurchase unless the stockholder is presenting 100% of his Shares.
	No Encumbrances. All Shares presented for repurchase must be owned by the stockholder(s) making the presentment, or the party presenting the Shares must be authorized to do so by the owner(s) of the Shares. Such Shares must be fully transferable and not subject to any liens or other encumbrances.
	Share Repurchase Form. The presentment of Shares must be accompanied by a completed Share Repurchase Request form, a copy of which is attached hereto as Exhibit “A.” All Share certificates must be properly endorsed.
	Deadline for Presentment. The Company will repurchase Shares on or about the last day of each calendar quarter. All Shares presented and all completed Share Repurchase Request forms must be received by the Repurchase Agent (as defined below) on or before the last day of the second month of each calendar quarter in order to have such Shares eligible for repurchase in that same quarter.
	Repurchase Request Withdrawal. You may withdraw your repurchase request upon written notice to the Company at any time prior to the date of repurchase.
	Repurchase Agent. All repurchases will be effected on behalf of the Company by a registered broker-dealer (the “Repurchase Agent”), who shall contract with the Company for such services. All recordkeeping and administrative functions required to be performed in connection with the Repurchase Plan will be performed by the Repurchase Agent.
	Termination, Amendment or Suspension of Plan. The Repurchase Plan will terminate and the Company will not accept Shares for repurchase in the event the Shares of common stock of the Company are listed on any national securities exchange, the subject of bona fide quotes on any inter-dealer quotation system or electronic communications network or are the subject of bona fide quotes in the pink sheets. Additionally, the Board of Directors of the Company, in its sole discretion, may terminate, amend or suspend the Repurchase Plan if it determines to do so is in the best interest of the Company. A determination by the Company’s Board of Directors to terminate, amend or suspend the Repurchase Plan will require the affirmative vote of a majority of the directors, including a majority of the independent directors. If the Company terminates, amends or suspends the Repurchase Plan, the Company will provide stockholders with 30 days advance notice and the Company will disclose the changes in the appropriate report filed with the Securities and Exchange Commission.

5.	Miscellaneous.

	Advisor Ineligible. The Advisor to the Company, NNN Healthcare/ Office REIT Advisor, LLC, shall not be permitted to participate in the Repurchase Plan.
	Liability. Neither the Company nor the Repurchase Agent shall have any liability to any stockholder for the value of the stockholder’s Shares, the repurchase price of the stockholder’s Shares, or for any damages resulting from the stockholder’s presentation of his Shares or the repurchase of the Shares under this Repurchase Plan, except as result from the Company’s or the Repurchase Agent’s gross negligence, recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims a stockholder may have under federal or state securities laws.
	Taxes. Stockholders shall have complete responsibility for payment of all taxes, assessments, and other applicable obligations resulting from the Company’s repurchase of Shares.

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SEC registration fee			$	235,400
NASD filing fee				75,500
Printing and postage				6,000,000
Legal fees and expenses				2,000,000
Accounting fees and expenses				2,000,000
Advertising				8,000,000
Blue Sky Expenses				600,000
Transfer agent and escrow fees				2,000,000
Miscellaneous				2,354,000
	Total		$	23,264,940

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	(i) the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Registrant;
	(ii) the Indemnitee was acting on behalf of or performing services for the Registrant;
	(iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a director (other than an independent director), an advisor or an affiliate of an advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an independent director;
	(iv) such indemnification or agreement to hold harmless is recoverable only out of net assets and not from stockholders; and
	(v) with respect to losses, liability or expenses arising from or out of an alleged violation of federal or state securities laws, one or more of the following conditions are met: (A) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee; (B) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (C) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities of the Registrant were offered or sold as to indemnification for violations of securities laws.

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	Audited Financial Statements

FINANCIAL STATEMENTS OF NNN HEALTHCARE/ OFFICE REIT, INC.
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2006 and April 28, 2006 (Date of Inception)
Consolidated Statement of Operations for the Period from April 28, 2006 (Date of Inception) through December 31, 2006
Consolidated Statement of Stockholders’ (Deficit) Equity for the Period from April 28, 2006 (Date of Inception) through December 31, 2006
Consolidated Statement of Cash Flows for the Period from April 28, 2006 (Date of Inception) through December 31, 2006
Notes to Consolidated Financial Statements
FINANCIAL STATEMENTS OF REAL ESTATE PROPERTIES ACQUIRED:
Southpointe Office Parke and Epler Parke I
Independent Auditors’ Report
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006
Notes to Statement of Revenues and Certain Expenses
Crawfordsville Medical Office Park and Athens Surgery Center
Independent Auditors’ Report
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006
Notes to Statement of Revenues and Certain Expenses
The Gallery Professional Building
Independent Auditors’ Report
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006
Notes to Statement of Revenues and Certain Expenses
Lenox Office Park Building G
Independent Auditors’ Report
Statement of Revenues and Certain Expenses for the Year Ended December 31, 2006
Notes to Statement of Revenues and Certain Expenses
PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Consolidated Financial Statements
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2006
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Period from April 28, 2006 (Date of Inception) through December 31, 2006
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

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Exhibit
Number				Exhibit
	1	.1		Dealer Manager Agreement between NNN Healthcare/ Office REIT, Inc. and NNN Capital Corp (included as Exhibit 1.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	1	.1.1**		Amendment No. 1 to Dealer Manager Agreement between NNN Healthcare/Office REIT, Inc. and NNN Capital Corp.
	1	.2		Form of Participating Broker-Dealer Agreement (included as Appendix A to Exhibit 1.1 and incorporated herein by reference)
	3	.1		Third Articles of Amendment and Restatement of NNN Healthcare/ Office REIT, Inc. (included as Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference)
	3	.2*		Bylaws of NNN Healthcare/ Office REIT, Inc.
	4	.1		Form of Subscription Agreement (included as Exhibit B to the Prospectus)
	4	.2		Distribution Reinvestment Plan (included as Appendix C to the Prospectus)
	4	.3		Share Repurchase Plan (included as Appendix D to the Prospectus)
	4	.4		Escrow Agreement (included as Exhibit 4.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	5	.1*		Opinion of Venable LLP as to the legality of the shares being registered
	8	.1*		Opinion of Alston & Bird LLP as to tax matters
	10	.1		Advisory Agreement among NNN Healthcare/ Office REIT, Inc., NNN Healthcare/ Office REIT Holdings, L.P., NNN Healthcare/ Office REIT Advisor, LLC and Triple Net Properties, LLC (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	10	.1.1**		Amendment No. 1 to Advisory Agreement among NNN Healthcare/Office REIT, Inc., NNN Healthcare/Office REIT Holdings, L.P., NNN Healthcare/Office REIT Advisor, LLC and Triple Net Properties, LLC
	10	.2		Agreement of Limited Partnership of NNN Healthcare/ Office REIT Holdings, L.P. (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	10	.3*		NNN Healthcare/ Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan)
	10	.4*		Amendment to the NNN Healthcare/ Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan)
	10	.5		Form of Indemnification agreement executed by W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Gary T. Wescombe, Scott D. Peters, Danny Prosky, Andrea R. Biller, Shannon K S Johnson and Larry L. Mathis (included as Exhibit 10.1 to our form  8-K filed on March 5, 2007 and incorporated herein by reference)
	10	.6		Membership Interest Purchase and Sale Agreement by and between NNN South Crawford Member, LLC, NNN Southpointe, LLC and NNN Healthcare/ Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.7		Membership Interest Assignment Agreement by and between NNN South Crawford Member, LLC, and NNN Healthcare/ Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)

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Exhibit
Number				Exhibit
	10	.8		Membership Interest Purchase and Sale Agreement by and between NNN South Crawford Member, LLC, NNN Crawfordsville, LLC and NNN Healthcare/ Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.9		Membership Interest Assignment Agreement by and between NNN South Crawford Member, LLC, and NNN Healthcare/ Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.4 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.10		Consent to Transfer and Agreement by and among NNN South Crawford Member, LLC, NNN Southpointe, LLC, NNN Healthcare/ Office REIT Holdings, L.P., Triple Net Properties, LLC and LaSalle Bank National Association, dated January 22, 2007 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.11		Consent to Transfer and Agreement by and among NNN South Crawford Member, LLC, NNN Crawfordsville, LLC, NNN Healthcare/ Office REIT Holdings, L.P., Triple Net Properties, LLC and LaSalle Bank National Association, dated January 22, 2007 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.12		Promissory Note issued by NNN Healthcare/ Office REIT Holdings, L.P. in favor of NNN Realty Advisors, Inc. dated January 22, 2007 (included as Exhibit 10.7 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.13**		Promissory Note dated August 18, 2006 issued by NNN Southpointe, LLC to LaSalle Bank National Association
	10	.14**		Promissory Note dated August 18, 2006 issued by NNN Southpointe, LLC and NNN Crawfordsville, LLC to LaSalle Bank National Association
	10	.15**		Mortgage, Security Agreement and Fixture Filing dated August 18, 2006 by NNN Southpointe, LLC for the benefit of LaSalle Bank National Association
	10	.16**		Subordinate Mortgage, Security Agreement and Fixture Filing dated August 18, 2006 by NNN Southpointe, LLC for the benefit of LaSalle Bank National Association
	10	.17**		Guaranty dated August 18, 2006 by Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.18**		Guaranty (Securities Laws) dated August 18, 2006 by Triple Net Properties, LLC in favor of LaSalle Bank National Association
	10	.19**		Guaranty of Payment dated August 18, 2006 by Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.20**		Assignment of Leases and Rents dated August 18, 2006 by NNN Southpointe, LLC in favor of LaSalle Bank National Association
	10	.21**		Hazardous Substance Indemnification Agreement dated August 18, 2006 by NNN Southpointe, LLC and Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.22**		Promissory Note dated September 12, 2006 issued by NNN Crawfordsville, LLC to LaSalle Bank National Association
	10	.23**		Mortgage, Security Agreement and Fixture Filing dated September 12, 2006 by NNN Crawfordsville, LLC for the benefit of LaSalle Bank National Association
	10	.24**		Subordinate Mortgage, Security Agreement and Fixture Filing dated September 12, 2006 by NNN Crawfordsville, LLC for the benefit of LaSalle Bank National Association
	10	.25**		Guaranty dated September 12, 2006 by Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.26**		Guaranty (Securities Laws) dated September 12, 2006 by Triple Net Properties, LLC in favor of LaSalle Bank National Association

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Exhibit
Number				Exhibit
	10	.27**		Assignment of Leases and Rents dated September 12, 2006 by NNN Crawfordsville, LLC in favor of LaSalle Bank National Association
	10	.28**		Hazardous Substance Indemnification Agreement dated September 12, 2006 by NNN Crawfordsville, LLC and Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.29		Membership Interest Purchase and Sale Agreement by and between NNN Gallery Medical Member, LLC, NNN Gallery Medical, LLC and NNN Healthcare/ Office REIT Holdings, L.P. dated March 9, 2007 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.30		Membership Interest Assignment Agreement by and between NNN Gallery Medical Member, LLC, and NNN Healthcare/ Office REIT Holdings, L.P. dated March 9, 2007 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.31		Mortgage, Security Agreement and Fixture Filing by and between NNN Gallery Medical, LLC, and LaSalle Bank National Association, dated February 5, 2007 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.32		Secured Promissory Note by and between NNN Gallery Medical, LLC and LaSalle Bank National Association, dated March 9, 2007 (included as Exhibit 10.4 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.33		Unsecured Promissory Note by and between NNN Healthcare/ Office REIT Holdings, L.P., and NNN Realty Advisors, Inc., dated March 9, 2007 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.34		Consent to Transfer and Agreement by and among NNN Gallery Medical, LLC, NNN Healthcare/ Office REIT Holdings, L.P., NNN Gallery Medical Member, LLC, NNN Realty Advisors, Inc., and LaSalle Bank National Association, dated March 9, 2007 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.35		Membership Interest Purchase and Sale Agreement by and between NNN Lenox Medical Member, LLC, Triple Net Properties, LLC, NNN Lenox Medical, LLC, NNN Lenox Medical Land, LLC and NNN Healthcare/ Office REIT Holdings, L.P., dated March 20, 2007 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.36		Membership Interest Assignment Agreement by and between NNN Lenox Medical Member, LLC, and NNN Healthcare/ Office REIT Holdings, L.P., dated March 23, 2007 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.37		Membership Interest Assignment Agreement by and between Triple Net Properties, LLC, and NNN Healthcare/ Office REIT Holdings, L.P., dated March 23, 2007 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.38		Consent to Transfer and Assignment by and among NNN Lenox Medical, LLC, NNN Healthcare/ Office REIT Holdings, L.P., NNN Lenox Medical Member, LLC, NNN Realty Advisors, Inc., and LaSalle Bank National Association, dated March 23, 2007 (included as Exhibit 10.4 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.39		Secured Promissory Note by and between NNN Lenox Medical, LLC and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.40		Deed of Trust, Security Agreement and Fixtures Filings by and among NNN Lenox Medical, LLC and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)

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Exhibit
Number				Exhibit
	10	.41		Guaranty by and among NNN Realty Advisors, Inc., and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.7 to our form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.42		Guaranty (Securities Laws) by and among LaSalle Bank National Association and NNN Realty Advisors, Inc., dated January 2, 2007 (included as Exhibit 10.8 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.43		Hazardous Substances Indemnification Agreement by and among NNN Lenox Medical, LLC, Triple Net Properties, LLC, and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.9 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.44		Assignment of Leases and Rents by and among NNN Lenox Medical, LLC and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.10 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	21	.1**		Subsidiaries of NNN Healthcare/ Office REIT, Inc.
	23	.1*		Consent of Venable LLP (included in Exhibit 5.1)
	23	.2*		Consent of Alston & Bird LLP (included in Exhibit 8.1)
	23	.3**		Consent of Deloitte & Touche LLP
	23	.4**		Consent of KMJ/Corbin & Company LLP
	24	.1**		Power of Attorney (included on signature page)

	*	Previously filed

**	Filed herewith

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of common stock offered (if the total dollar value of common stock offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum

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	offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation Registration Fee” table in the effective registration statement; and
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) That, all post-effective amendments will comply with the applicable forms, rules and regulations of the SEC in effect at the time such post-effective amendments are filed.
	(4) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

	(i) If the Registrant is relying on Rule 430B:

	(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
	(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first

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	use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i) Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
	(iii) The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and
	(iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser;

	(7) To send to each stockholder at least on an annual basis a detailed statement of any transactions with the advisor or its affiliates, and of fees, commissions, compensation and other benefits paid, or accrued to the advisor or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed;
	(8) To file and to provide to the stockholders the financial statements as required by Form 10-K for the first full fiscal year of operations;
	(9) To file a sticker supplement pursuant to Rule 424(c) under the Securities Act of 1933 during the distribution period describing each property not identified in the prospectus at such time as there arises a reasonable probability that such property will be acquired and to consolidate all such stickers into a post-effective amendment filed at least once every three months, with the information contained in such amendment provided simultaneously to the existing stockholders. Each sticker supplement should disclose all compensation and fees received by the advisor and its affiliates in connection with any such acquisition. The post-effective amendment shall include audited financial statements meeting the requirements of Rule 3-14 of Regulation S-X only for properties acquired during the distribution period; and
	(10) To file, after the end of the distribution period, a current report on Form 8-K containing the financial statements and any additional information required by Rule 3-14 of Regulation S-X, to reflect each commitment (i.e., the signing of a binding purchase agreement) made after the end of the distribution period involving the use of 10 percent or more (on a cumulative basis) of the net proceeds of the offering and to provide the information contained in such report to the stockholders at least once each quarter after the distribution period of the offering has ended.

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Program: Name, location, type of property		T REIT, Inc. AmberOaks Corporate Center(1) Austin, TX Office				T REIT, Inc. Oakey Building(2) Las Vegas, NV Office
Gross leasable square footage			207,000				98,000
Date of purchase:			1/20/2004				4/2/2004
Mortgage financing at date of purchase		$	15,000,000			$	4,000,000
Cash down payment		$	7,965,000			$	4,137,000
Contract purchase price plus acquisition fee		$	22,965,000			$	8,137,000
Other cash expenditures expensed/(credited)		$	(127,000	)		$	15,000
Other cash expenditures capitalized		$	198,000			$	100,000
Total acquisition cost		$	23,036,000			$	8,252,000

Program: Name, location, type of property		T REIT, Inc. Emerald Plaza(3) San Diego, CA Office				G REIT, Inc. AmberOaks Corporate Center Austin, TX Office
Gross leasable square footage			355,000				282,000
Date of purchase:			6/14/2004				1/20/2004
Mortgage financing at date of purchase		$	68,500,000			$	14,250,000
Cash down payment		$	32,440,000			$	21,275,000
Contract purchase price plus acquisition fee		$	100,940,000			$	35,525,000
Other cash expenditures expensed/(credited)		$	(361,000	)		$	(191,000	)
Other cash expenditures capitalized		$	325,000			$	1,191,000
Total acquisition cost		$	100,904,000			$	36,525,000

Program: Name, location, type of property		G REIT, Inc. Public Ledger Building Philadelphia, PA Office				G REIT, Inc. Madrona Buildings Torrance, CA Office
Gross leasable square footage			467,000				211,000
Date of purchase:			2/13/2004				3/31/2004
Mortgage financing at date of purchase		$	25,000,000			$	28,458,000
Cash down payment		$	8,950,000			$	17,442,000
Contract purchase price plus acquisition fee		$	33,950,000			$	45,900,000
Other cash expenditures expensed/(credited)		$	(118,000	)		$	88,000
Other cash expenditures capitalized		$	1,747,000			$	1,908,000
Total acquisition cost		$	35,579,000			$	47,896,000

(1)	Owns a 75% tenant in common interest in the property.
(2)	Owns 9.8% of the property through a membership interest in NNN Oakey Building 2003, LLC which owns 100% of the property.
(3)	Owns 2.7% of the property through a membership interest in NNN Emerald Plaza, LLC which owns 20.5% of the property as a tenant in common.

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Program: Name, location, type of property		G REIT, Inc. Brunswig Square Los Angeles, CA Office				G REIT, Inc. North Belt Corporate Center Houston, TX Office
Gross leasable square footage			136,000				157,000
Date of purchase:			4/5/2004				4/8/2004
Mortgage financing at date of purchase		$	15,830,000			$	—
Cash down payment		$	7,975,000			$	12,675,000
Contract purchase price plus acquisition fee		$	23,805,000			$	12,675,000
Other cash expenditures expensed/(credited)		$	—			$	(17,000	)
Other cash expenditures capitalized		$	773,000			$	405,000
Total acquisition cost		$	24,578,000			$	13,063,000

Program: Name, location, type of property		G REIT, Inc. Hawthorne Plaza San Francisco, CA Office				G REIT, Inc. Pacific Place Dallas, TX Office
Gross leasable square footage			422,000				324,000
Date of purchase:			4/20/2004				5/26/2004
Mortgage financing at date of purchase		$	62,750,000			$	—
Cash down payment		$	34,250,000			$	29,900,000
Contract purchase price plus acquisition fee		$	97,000,000			$	29,900,000
Other cash expenditures expensed/(credited)		$	(49,000	)		$	(65,000	)
Other cash expenditures capitalized		$	3,354,000			$	1,240,000
Total acquisition cost		$	100,305,000			$	31,075,000

Program: Name, location, type of property		G REIT, Inc. 525 B Street (Golden Eagle) San Diego, CA Office				G REIT, Inc. 600 B Street (Comerica) San Diego, CA Office
Gross leasable square footage			424,000				339,000
Date of purchase:			6/14/2004				6/14/2004
Mortgage financing at date of purchase		$	69,943,000			$	56,057,000
Cash down payment		$	26,367,000			$	21,133,000
Contract purchase price plus acquisition fee		$	96,310,000			$	77,190,000
Other cash expenditures expensed/(credited)		$	(387,000	)		$	(235,000	)
Other cash expenditures capitalized		$	2,318,000			$	1,917,000
Total acquisition cost		$	98,241,000			$	78,872,000

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Program: Name, location, type of property		G REIT, Inc. Western Place I & II(1) Forth Worth, TX Office				G REIT, Inc. Pax River Office Park Lexington Park, MD Office
Gross leasable square footage			430,000				172,000
Date of purchase:			7/23/2004				8/6/2004
Mortgage financing at date of purchase		$	24,000,000			$	—
Cash down payment		$	9,500,000			$	14,000,000
Contract purchase price plus acquisition fee		$	33,500,000			$	14,000,000
Other cash expenditures expensed/(credited)		$	(137,000	)		$	(88,000	)
Other cash expenditures capitalized		$	1,569,000			$	720,000
Total acquisition cost		$	34,932,000			$	14,632,000

Program: Name, location, type of property		G REIT, Inc. One Financial Plaza(2) St. Louis, MO Office				G REIT, Inc. Opus Plaza at Ken Caryl Littleton, CO Office
Gross leasable square footage			434,000				62,000
Date of purchase:			8/6/2004				9/12/2005
Mortgage financing at date of purchase		$	30,750,000			$	6,700,000
Cash down payment		$	6,250,000			$	3,476,000
Contract purchase price plus acquisition fee		$	37,000,000			$	10,176,000
Other cash expenditures expensed/(credited)		$	(728,000	)		$	(40,000	)
Other cash expenditures capitalized		$	1,186,000			$	150,000
Total acquisition cost		$	37,458,000			$	10,286,000

Program: Name, location, type of property		G REIT, Inc. Eaton Freeway Phoenix, AZ Industrial				NNN 2003 Value Fund, LLC 801 K Street(3) Sacramento, CA Office
Gross leasable square footage			62,000				336,000
Date of purchase:			10/21/2005				3/31/2004
Mortgage financing at date of purchase		$	5,000,000			$	41,350,000
Cash down payment		$	2,588,000			$	24,430,000
Contract purchase price plus acquisition fee		$	7,588,000			$	65,780,000
Other cash expenditures expensed/(credited)		$	(10,000	)		$	665,000
Other cash expenditures capitalized		$	224,000			$	560,000
Total acquisition cost		$	7,802,000			$	67,005,000

(1)	Owns a 78.5% tenant in common interest in the property.
(2)	Owns a 77.6% tenant in common interest in the property.
(3)	Owns 18.3% of the property through a membership interest in NNN 801 K Street, LLC, which owns 21.5% of the property as a tenant in common.

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Program: Name, location, type of property		NNN 2003 Value Fund, LLC Oakey Building(1) Las Vegas, NV Office				NNN 2003 Value Fund, LLC Enterprise Technology Center(2) Scotts Valley, CA Office
Gross leasable square footage			98,000				370,000
Date of purchase:			4/2/2004				5/7/2004
Mortgage financing at date of purchase		$	4,000,000			$	36,500,000
Cash down payment		$	4,137,000			$	24,800,000
Contract purchase price plus acquisition fee		$	8,137,000			$	61,300,000
Other cash expenditures expensed/(credited)		$	15,000			$	(329,000	)
Other cash expenditures capitalized		$	100,000			$	187,000
Total acquisition cost		$	8,252,000			$	61,158,000

Program: Name, location, type of property		NNN 2003 Value Fund, LLC Emerald Plaza(3) San Diego, CA Office				NNN 2003 Value Fund, LLC Southwood Tower Houston, TX Office
Gross leasable square footage			355,000				79,000
Date of purchase:			6/14/2004				10/27/2004
Mortgage financing at date of purchase		$	68,500,000			$	—
Cash down payment		$	32,440,000			$	5,461,000
Contract purchase price plus acquisition fee		$	100,940,000			$	5,461,000
Other cash expenditures expensed/(credited)		$	(361,000	)		$	121,000
Other cash expenditures capitalized		$	325,000			$	10,000
Total acquisition cost		$	100,904,000			$	5,592,000

Program: Name, location, type of property		NNN 2003 Value Fund, LLC Financial Plaza Omaha, NE Office				NNN 2003 Value Fund, LLC Satellite Place Atlanta, GA Office
Gross leasable square footage			86,000				178,000
Date of purchase:			10/29/2004				11/29/2004
Mortgage financing at date of purchase		$	4,125,000			$	11,000,000
Cash down payment		$	1,535,000			$	7,300,000
Contract purchase price plus acquisition fee		$	5,660,000			$	18,300,000
Other cash expenditures expensed/(credited)		$	(6,000	)		$	4,000
Other cash expenditures capitalized		$	19,000			$	230,000
Total acquisition cost		$	5,673,000			$	18,534,000

(1)	Owns 75.4% of the property through a membership interest in NNN Oakey Building 2003, LLC which owns 100% of the property.
(2)	Owns 8.5% of the property through a membership interest in NNN Enterprise Way, LLC which owns 11.6% of the property as a tenant in common.
(3)	Owns 4.6% of the property through a membership interest in NNN Emerald Plaza, LLC which owns 20.5% of the property as a tenant in common.

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Program: Name, location, type of property		NNN 2003 Value Fund, LLC Interwood Houston, TX Office				NNN 2003 Value Fund, LLC Woodside Corporate Park Beaverton, OR Office
Gross leasable square footage			80,000				195,000
Date of purchase:			1/26/2005				9/30/2005
Mortgage financing at date of purchase		$	5,500,000			$	15,915,000
Cash down payment		$	2,500,000			$	6,947,000
Contract purchase price plus acquisition fee		$	8,000,000			$	22,862,000
Other cash expenditures expensed/(credited)		$	4,000			$	(5,000	)
Other cash expenditures capitalized		$	371,000			$	1,132,000
Total acquisition cost		$	8,375,000			$	23,989,000

Program: Name, location, type of property		NNN 2003 Value Fund, LLC Daniels Rd land parcel Heber City, UT Land				NNN 2003 Value Fund, LLC 3500 Maple(1) Dallas, TX Office
Gross leasable square footage			9.05 acres				375,000
Date of purchase:			10/14/2005				12/27/2005
Mortgage financing at date of purchase		$	—			$	58,320,000
Cash down payment		$	729,000			$	8,180,000
Contract purchase price plus acquisition fee		$	729,000			$	66,500,000
Other cash expenditures expensed/(credited)		$	1,000			$	(638,000	)
Other cash expenditures capitalized		$	1,000			$	(749,000	)
Total acquisition cost		$	731,000			$	65,113,000

Program: Name, location, type of property		NNN 2003 Value Fund, LLC 901 Civic Center Drive(2) Santa Ana, CA Office				NNN 2003 Value Fund, LLC Chase Tower(3) Austin, TX Office
Gross leasable square footage			99,000				389,000
Date of purchase:			4/24/2006				7/3/2006
Mortgage financing at date of purchase		$	—			$	54,800,000
Cash down payment		$	15,147,000			$	17,700,000
Contract purchase price plus acquisition fee		$	15,147,000			$	72,500,000
Other cash expenditures expensed/(credited)		$	(7,000	)		$	5,000
Other cash expenditures capitalized		$	29,000			$	1,475,000
Total acquisition cost		$	15,169,000			$	73,980,000

(1)	Owns 99.0% of the property through a membership interest in NNN 3500 Maple VF 2003, LLC, which owns 99% of the property.
(2)	Owns 96.9% of the property through a membership interest in NNN VF 901 Civic, LLC, which owns 96.9% of the property.
(3)	Owns a 14.8% tenant in common interest in the property.

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Program: Name, location, type of property		NNN 2003 Value Fund, LLC Tiffany Square Colorado Springs, CO Office
Gross leasable square footage			184,000
Date of purchase:			11/15/2006
Mortgage financing at date of purchase		$	—
Cash down payment		$	11,052,000
Contract purchase price plus acquisition fee		$	11,052,000
Other cash expenditures expensed/(credited)		$	—
Other cash expenditures capitalized		$	150,000
Total acquisition cost		$	11,202,000

Program: Name, location, type of property		NNN Apartment REIT, Inc. Walker Ranch San Antonio, TX Apartment				NNN Apartment REIT, Inc. Hidden Lake San Antonio, TX Apartment
Number of units and total square feet of units			325/285,000				380/304,000
Date of purchase:			10/31/2006				12/28/2006
Mortgage financing at date of purchase		$	26,860,000			$	31,718,000
Cash down payment		$	4,813,000			$	1,273,000
Contract purchase price plus acquisition fee		$	31,673,000			$	32,991,000
Other cash expenditures expensed/(credited)		$	(8,000	)		$	(33,000	)
Other cash expenditures capitalized		$	141,000			$	150,000
Total acquisition cost		$	31,806,000			$	33,108,000

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Program: Name, location, type of property		NNN Amber Oaks, LLC(1) AmberOaks Corporate Center Austin, TX Office				NNN Arapahoe Service Center 1, LLC Arapahoe Service Center Englewood, CO Office
Gross leasable square footage			207,000				144,000
Date of purchase:			1/20/2004				1/29/2004
Mortgage financing at date of purchase		$	15,000,000			$	6,500,000
Cash down payment		$	7,965,000			$	3,600,000
Contract purchase price plus acquisition fee		$	22,965,000			$	10,100,000
Other cash expenditures expensed/(credited)		$	(127,000	)		$	45,000
Other cash expenditures capitalized		$	198,000			$	54,000
Total acquisition cost		$	23,036,000			$	10,199,000

Program: Name, location, type of property		NNN Lakeside Tech, LLC Lakeside Tech Center Tampa, FL Office				NNN 100 Cyberonics Drive, LLC 100 Cyberonics Drive Houston, TX Office
Gross leasable square footage			223,000				144,000
Date of purchase:			2/6/2004				3/19/2004
Mortgage financing at date of purchase		$	14,625,000			$	10,500,000
Cash down payment		$	5,163,000			$	5,080,000
Contract purchase price plus acquisition fee		$	19,788,000			$	15,580,000
Other cash expenditures expensed/(credited)		$	(99,000	)		$	(122,000	)
Other cash expenditures capitalized		$	192,000			$	96,000
Total acquisition cost		$	19,881,000			$	15,554,000

Program: Name, location, type of property		NNN Corporate Court, LLC Corporate Court Irving, TX Office				NNN 801 K Street, LLC(2) 801 K Street Sacramento, CA Office
Gross leasable square footage			67,000				336,000
Date of purchase:			3/25/2004				3/31/2004
Mortgage financing at date of purchase		$	5,000,000			$	41,350,000
Cash down payment		$	2,570,000			$	24,430,000
Contract purchase price plus acquisition fee		$	7,570,000			$	65,780,000
Other cash expenditures expensed/(credited)		$	(57,000	)		$	665,000
Other cash expenditures capitalized		$	116,000			$	560,000
Total acquisition cost		$	7,629,000			$	67,005,000

(1)	T REIT, Inc., an affiliated public entity, owned a tenant in common interest of 75% in the program.
(2)	NNN 2003 Value Fund, LLC, an affiliated public entity, owned an 85% membership interest in NNN 801 K Street, LLC which had a 21.5% tenant in common interest in the program.

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Program: Name, location, type of property		NNN Oakey Building 2003, LLC(1),(2) Oakey Building Las Vegas, NV Office				NNN Enterprise Way, LLC(3) Enterprise Technology Center Scotts Valley, CA Office
Gross leasable square footage			98,000				370,000
Date of purchase:			4/2/2004				5/7/2004
Mortgage financing at date of purchase		$	4,000,000			$	36,500,000
Cash down payment		$	4,137,000			$	24,800,000
Contract purchase price plus acquisition fee		$	8,137,000			$	61,300,000
Other cash expenditures expensed/(credited)		$	15,000			$	(329,000	)
Other cash expenditures capitalized		$	100,000			$	187,000
Total acquisition cost		$	8,252,000			$	61,158,000

Program: Name, location, type of property		NNN River Rock Business Center, LLC River Rock Business Center Murfreesboro, TN Office				NNN Emerald Plaza, LLC(4),(5) Emerald Plaza San Diego, CA Office
Gross leasable square footage			158,000				355,000
Date of purchase:			6/11/2004				6/14/2004
Mortgage financing at date of purchase		$	9,300,000			$	68,500,000
Cash down payment		$	5,900,000			$	32,440,000
Contract purchase price plus acquisition fee		$	15,200,000			$	100,940,000
Other cash expenditures expensed/(credited)		$	(36,000	)		$	(361,000	)
Other cash expenditures capitalized		$	181,000			$	325,000
Total acquisition cost		$	15,345,000			$	100,904,000

Program: Name, location, type of property		NNN Great Oaks Center, LLC Great Oaks Center Atlanta, GA Office				NNN Sugar Creek Center, LLC Two Sugar Creek Houston, TX Office
Gross leasable square footage			233,000				143,000
Date of purchase:			6/30/2004				7/12/2004
Mortgage financing at date of purchase		$	20,000,000			$	16,000,000
Cash down payment		$	7,050,000			$	5,850,000
Contract purchase price plus acquisition fee		$	27,050,000			$	21,850,000
Other cash expenditures expensed/(credited)		$	(131,000	)		$	(220,000	)
Other cash expenditures capitalized		$	126,000			$	231,000
Total acquisition cost		$	27,045,000			$	21,861,000

(1)	T REIT, Inc., an affiliated public entity, owned a membership interest of 9.76% in NNN Oakey Building 2003, LLC which owned 100.00% of the property.
(2)	NNN 2003 Value Fund, LLC, an affiliated public entity, owned a membership interest of 75.46% in NNN Oakey Building 2003, LLC which owned 100.00% of the property.
(3)	NNN 2003 Value Fund, LLC, an affiliated public entity, owns a 73.3% membership interest in NNN Enterprise Way, LLC which has an 11.625% tenant in common interest in the program.
(4)	T REIT, Inc., an affiliated public entity, owned a 13.17% membership interest in NNN Emerald Plaza, LLC which owned a 20.5% tenant in common interest in the program.
(5)	NNN 2003 Value Fund, LLC, an affiliated public entity, owned a 22.4% membership interest in NNN Emerald Plaza, LLC which owned a 20.5% tenant in common interest in the program.

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Program: Name, location, type of property		NNN Beltway 8 Corporate Centre, LLC Beltway 8 Corporate Centre Houston, TX Office				NNN Western Place, LLC(1) Western Place I and II Fort Worth, TX Office
Gross leasable square footage			101,000				430,000
Date of purchase:			7/22/2004				7/23/2004
Mortgage financing at date of purchase		$	10,530,000			$	24,000,000
Cash down payment		$	5,670,000			$	9,500,000
Contract purchase price plus acquisition fee		$	16,200,000			$	33,500,000
Other cash expenditures expensed/(credited)		$	(173,000	)		$	(137,000	)
Other cash expenditures capitalized		$	469,000			$	1,569,000
Total acquisition cost		$	16,496,000			$	34,932,000

Program: Name, location, type of property		NNN One Financial Plaza, LLC(2) One Financial Plaza St. Louis, MO Office				NNN Reserve at Maitland, LLC Reserve at Mairland Maitland, FL Office
Gross leasable square footage			434,000				197,000
Date of purchase:			8/6/2004				8/18/2004
Mortgage financing at date of purchase		$	30,750,000			$	21,750,000
Cash down payment		$	6,250,000			$	8,120,000
Contract purchase price plus acquisition fee		$	37,000,000			$	29,870,000
Other cash expenditures expensed/(credited)		$	(728,000	)		$	(256,000	)
Other cash expenditures capitalized		$	1,186,000			$	322,000
Total acquisition cost		$	37,458,000			$	29,936,000

Program: Name, location, type of property		NNN Las Cimas, LLC Las Cimas II and III Austin, TX Office				NNN 9800 Goethe Road, LLC 9800 Goethe Road Sacramento, CA Office
Gross leasable square footage			313,000				111,000
Date of purchase:			9/27/2004				10/7/2004
Mortgage financing at date of purchase		$	46,800,000			$	14,800,000
Cash down payment		$	26,300,000			$	3,050,000
Contract purchase price plus acquisition fee		$	73,100,000			$	17,850,000
Other cash expenditures expensed/(credited)		$	(547,000	)		$	219,000
Other cash expenditures capitalized		$	775,000			$	977,000
Total acquisition cost		$	73,328,000			$	19,046,000

(1)	The program owns a 21.5% tenant in common interest in the property.
(2)	The program owns a 22.4% tenant in common interest in the property.

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Program: Name, location, type of property		NNN Fountain Square, LLC Fountain Square Boca Raton, FL Office				NNN Embassy Plaza, LLC Embassy Plaza Omaha, NE Office
Gross leasable square footage			242,000				132,000
Date of purchase:			10/28/2004				10/29/2004
Mortgage financing at date of purchase		$	36,250,000			$	9,900,000
Cash down payment		$	15,250,000			$	7,100,000
Contract purchase price plus acquisition fee		$	51,500,000			$	17,000,000
Other cash expenditures expensed/(credited)		$	(510,000	)		$	(189,000	)
Other cash expenditures capitalized		$	1,059,000			$	153,000
Total acquisition cost		$	52,049,000			$	16,964,000

Program: Name, location, type of property		NNN City Centre Place, LLC City Centre Place Las Vegas, NV Office				NNN Oak Park Office Center, LLC Oak Park Office Center Houston, TX Office
Gross leasable square footage			103,000				173,000
Date of purchase:			11/5/2004				11/12/2004
Mortgage financing at date of purchase		$	21,500,000			$	21,800,000
Cash down payment		$	7,980,000			$	7,349,000
Contract purchase price plus acquisition fee		$	29,480,000			$	29,149,000
Other cash expenditures expensed/(credited)		$	111,000			$	(90,000	)
Other cash expenditures capitalized		$	170,000			$	598,000
Total acquisition cost		$	29,761,000			$	29,657,000

Program: Name, location, type of property		NNN/Mission Spring Creek, LLC Mission Spring Creek Apartments Garland, TX Apartment				NNN 2800 East Commerce, LLC 2800 East Commerce Place Tucson, AZ Office
Gross leasable square footage			196,000				136,000
Date of purchase:			11/12/2004				11/19/2004
Mortgage financing at date of purchase		$	8,750,000			$	11,375,000
Cash down payment		$	2,763,000			$	6,650,000
Contract purchase price plus acquisition fee		$	11,513,000			$	18,025,000
Other cash expenditures expensed/(credited)		$	(25,000	)		$	93,000
Other cash expenditures capitalized		$	(166,000	)		$	195,000
Total acquisition cost		$	11,322,000			$	18,313,000

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Program: Name, location, type of property		NNN Satellite Place, LLC Satellite Place Office Park Duluth, GA Office				NNN Fountainhead, LLC Fountainhead Park I and II San Antonio, TX Office
Gross leasable square footage			112,000				171,000
Date of purchase:			11/29/2004				12/8/2004
Mortgage financing at date of purchase		$	8,500,000			$	18,900,000
Cash down payment		$	3,756,000			$	8,450,000
Contract purchase price plus acquisition fee		$	12,256,000			$	27,350,000
Other cash expenditures expensed/(credited)		$	21,000			$	94,000
Other cash expenditures capitalized		$	180,000			$	183,000
Total acquisition cost		$	12,457,000			$	27,627,000

Program: Name, location, type of property		NNN/Mission University Place, LLC Mission University Place Apartments Charlotte, NC Apartment				NNN/Mission Mallard Creek, LLC Mission Mallard Creek Apartments Charlotte, NC Apartment
Gross leasable square footage			231,000				233,000
Date of purchase:			12/30/2004				12/30/2004
Mortgage financing at date of purchase		$	11,500,000			$	9,300,000
Cash down payment		$	4,500,000			$	5,038,000
Contract purchase price plus acquisition fee		$	16,000,000			$	14,338,000
Other cash expenditures expensed/(credited)		$	27,000			$	21,000
Other cash expenditures capitalized		$	227,000			$	194,000
Total acquisition cost		$	16,254,000			$	14,553,000

Program: Name, location, type of property		NNN SFS Town Center, LLC Town Center Business Park Santa Fe Springs, CA Office				NNN 4 Hutton, LLC 4 Hutton Centre Drive South Coast Metro, CA Office
Gross leasable square footage			177,000				210,000
Date of purchase:			1/6/2005				1/7/2005
Mortgage financing at date of purchase		$	22,000,000			$	32,000,000
Cash down payment		$	8,910,000			$	17,000,000
Contract purchase price plus acquisition fee		$	30,910,000			$	49,000,000
Other cash expenditures expensed/(credited)		$	(27,000	)		$	(230,000	)
Other cash expenditures capitalized		$	343,000			$	724,000
Total acquisition cost		$	31,226,000			$	49,494,000

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Program: Name, location, type of property		NNN/Mission Collin Creek, LLC Mission Collin Creek Apartments Plano, TX Apartment				NNN Satellite 1100  & 2000, LLC Satellite Place Office Park Duluth, GA Office
Gross leasable square footage			267,000				175,000
Date of purchase:			1/19/2005				2/24/2005
Mortgage financing at date of purchase		$	13,600,000			$	13,900,000
Cash down payment		$	4,683,000			$	5,510,000
Contract purchase price plus acquisition fee		$	18,283,000			$	19,410,000
Other cash expenditures expensed/(credited)		$	(16,000	)		$	(18,000	)
Other cash expenditures capitalized		$	257,000			$	225,000
Total acquisition cost		$	18,524,000			$	19,617,000

Program: Name, location, type of property		NNN Chatsworth Business Park, LLC Chatsworth Business Park Chatsworth, CA Office				NNN Met Center 10, LLC Building Ten — Met Center Austin, TX Office
Gross leasable square footage			232,000				346,000
Date of purchase:			3/30/2005				4/8/2005
Mortgage financing at date of purchase		$	33,750,000			$	32,000,000
Cash down payment		$	13,025,000			$	12,880,000
Contract purchase price plus acquisition fee		$	46,775,000			$	44,880,000
Other cash expenditures expensed/(credited)		$	131,000			$	(257,000	)
Other cash expenditures capitalized		$	(889,000	)		$	540,000
Total acquisition cost		$	46,017,000			$	45,163,000

Program: Name, location, type of property		NNN 2400 West Marshall Drive, LLC 2400 West Marshall Drive Grand Prairie, TX Office				NNN 411 East Wisconsin, LLC 411 East Wisconsin Avenue Milwaukee, WI Office
Gross leasable square footage			111,000				654,000
Date of purchase:			4/12/2005				4/29/2005
Mortgage financing at date of purchase		$	6,875,000			$	70,000,000
Cash down payment		$	2,595,000			$	25,000,000
Contract purchase price plus acquisition fee		$	9,470,000			$	95,000,000
Other cash expenditures expensed/(credited)		$	(9,000	)		$	25,000
Other cash expenditures capitalized		$	192,000			$	1,268,000
Total acquisition cost		$	9,653,000			$	96,293,000

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Program: Name, location, type of property		NNN Naples Tamiami Trail, LLC 4501 Tamiami Trail Naples, FL Office				NNN Naples Laurel Oak, LLC 800 Laurel Oak Drive Naples, FL Office
Gross leasable square footage			78,000				41,000
Date of purchase:			5/2/2005				5/2/2005
Mortgage financing at date of purchase		$	13,500,000			$	9,500,000
Cash down payment		$	7,500,000			$	6,700,000
Contract purchase price plus acquisition fee		$	21,000,000			$	16,200,000
Other cash expenditures expensed/(credited)		$	(10,000	)		$	7,000
Other cash expenditures capitalized		$	312,000			$	271,000
Total acquisition cost		$	21,302,000			$	16,478,000

Program: Name, location, type of property		NNN Park at Spring Creek, LLC The Park at Spring Creek Apartments Tomball, TX Apartment				NNN Inverness Business Park, LLC Inverness Business Park Englewood, CO Office
Gross leasable square footage			185,000				112,000
Date of purchase:			6/8/2005				6/10/2005
Mortgage financing at date of purchase		$	11,040,000			$	9,500,000
Cash down payment		$	3,277,000			$	3,450,000
Contract purchase price plus acquisition fee		$	14,317,000			$	12,950,000
Other cash expenditures expensed/(credited)		$	(41,000	)		$	(18,000	)
Other cash expenditures capitalized		$	323,000			$	40,000
Total acquisition cost		$	14,599,000			$	12,972,000

Program: Name, location, type of property		NNN Waterway Plaza, LLC Waterway Plaza I and II The Woodlands, TX Office				NNN Papago Spectrum, LLC Papago Spectrum Tempe, AZ Office
Gross leasable square footage			366,000				160,000
Date of purchase:			6/20/2005				7/29/2005
Mortgage financing at date of purchase		$	60,000,000			$	19,000,000
Cash down payment		$	14,148,000			$	7,375,000
Contract purchase price plus acquisition fee		$	74,148,000			$	26,375,000
Other cash expenditures expensed/(credited)		$	(66,000	)		$	183,000
Other cash expenditures capitalized		$	546,000			$	827,000
Total acquisition cost		$	74,628,000			$	27,385,000

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Program: Name, location, type of property		NNN Sanctuary at Highland Oak, DST The Sanctuary at Highland Oaks Tampa, FL Apartment				NNN Met Center 15, LLC Building 15 — Met Center Austin, TX Office
Gross leasable square footage			495,000				258,000
Date of purchase:			7/29/2005				8/19/2005
Mortgage financing at date of purchase		$	35,300,000			$	28,000,000
Cash down payment		$	19,240,000			$	9,500,000
Contract purchase price plus acquisition fee		$	54,540,000			$	37,500,000
Other cash expenditures expensed/(credited)		$	162,000			$	(383,000	)
Other cash expenditures capitalized		$	867,000			$	591,000
Total acquisition cost		$	55,569,000			$	37,708,000

Program: Name, location, type of property		NNN One Chesterfield Place, LLC One Chesterfield Place Chesterfield, MO Office				NNN Maitland Promenade, LLC Maitland Promenade II Orlando, FL Office
Gross leasable square footage			143,000				230,000
Date of purchase:			9/9/2005				9/12/2005
Mortgage financing at date of purchase		$	18,810,000			$	32,250,000
Cash down payment		$	9,664,000			$	12,143,000
Contract purchase price plus acquisition fee		$	28,474,000			$	44,393,000
Other cash expenditures expensed/(credited)		$	(76,000	)		$	(78,000	)
Other cash expenditures capitalized		$	346,000			$	470,000
Total acquisition cost		$	28,744,000			$	44,785,000

Program: Name, location, type of property		NNN Sixth Avenue West, LLC Sixth Avenue West Golden, CO Office				NNN St. Charles, St. Charles Apartments Kennesaw, GA Apartment
Gross leasable square footage			125,000				200,000
Date of purchase:			9/13/2005				9/27/2005
Mortgage financing at date of purchase		$	10,300,000			$	12,100,000
Cash down payment		$	5,200,000			$	5,714,000
Contract purchase price plus acquisition fee		$	15,500,000			$	17,814,000
Other cash expenditures expensed/(credited)		$	(94,000	)		$	23,000
Other cash expenditures capitalized		$	(434,000	)		$	252,000
Total acquisition cost		$	14,972,000			$	18,089,000

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Program: Name, location, type of property		NNN 123 Wacker, LLC 123 Wacker Building Chicago, IL Office				NNN Netpark II, LLC Netpark Tampa Bay(1) Tampa, FL Office
Gross leasable square footage			541,000				913,000
Date of purchase:			9/28/2005				9/30/2005
Mortgage financing at date of purchase		$	136,000,000			$	21,500,000
Cash down payment		$	37,680,000			$	12,000,000
Contract purchase price plus acquisition fee		$	173,680,000			$	33,500,000
Other cash expenditures expensed/(credited)		$	958,000			$	(20,000	)
Other cash expenditures capitalized		$	2,652,000			$	1,008,000
Total acquisition cost		$	177,290,000			$	34,488,000

Program: Name, location, type of property		NNN Britannia Business Center III, LLC Britannia Business Center Pleasanton, CA Office				NNN Britannia Business Center II, LLC Britannia Business Center Pleasanton, CA Office
Gross leasable square footage			191,000				276,000
Date of purchase:			9/30/2005				9/30/2005
Mortgage financing at date of purchase		$	35,000,000			$	41,000,000
Cash down payment		$	10,290,000			$	17,610,000
Contract purchase price plus acquisition fee		$	45,290,000			$	58,610,000
Other cash expenditures expensed/(credited)		$	(101,000	)		$	(129,000	)
Other cash expenditures capitalized		$	467,000			$	435,000
Total acquisition cost		$	45,656,000			$	58,916,000

Program: Name, location, type of property		NNN Woodside Corporate Park, LLC Woodside Corporate Park Beaverton, OR Office				NNN Britannia Business Center I, LLC Britannia Business Center Pleasanton, CA Office
Gross leasable square footage			383,000				297,000
Date of purchase:			9/30/2005				10/14/2005
Mortgage financing at date of purchase		$	33,500,000			$	60,000,000
Cash down payment		$	12,000,000			$	22,989,000
Contract purchase price plus acquisition fee		$	45,500,000			$	82,989,000
Other cash expenditures expensed/(credited)		$	(405,000	)		$	(276,000	)
Other cash expenditures capitalized		$	550,000			$	867,000
Total acquisition cost		$	45,645,000			$	83,580,000

(1)	NNN 2002 Value Fund, LLC, an affiliated public entity, sold its 50% tenant in common interest in the property to an affiliated program, NNN Netpark II, LLC.

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Program: Name, location, type of property		NNN Saturn Business Park, LLC Saturn Business Park Brea, CA Office				NNN Parkway Crossing, LLC Parkway Crossing Apartments Asheville, NC Apartment
Gross leasable square footage			121,000				184,000
Date of purchase:			10/20/2005				10/28/2005
Mortgage financing at date of purchase		$	16,100,000			$	9,100,000
Cash down payment		$	6,560,000			$	2,230,000
Contract purchase price plus acquisition fee		$	22,660,000			$	11,330,000
Other cash expenditures expensed/(credited)		$	14,000			$	10,000
Other cash expenditures capitalized		$	60,000			$	189,000
Total acquisition cost		$	22,734,000			$	11,529,000

Program: Name, location, type of property		NNN Forest Office Park, LLC Forest Office Park Richmond, VA Office				NNN Doral Court, LLC Doral Court Miami, FL Office
Gross leasable square footage			223,000				209,000
Date of purchase:			11/9/2005				11/15/2005
Mortgage financing at date of purchase		$	15,300,000			$	19,640,000
Cash down payment		$	5,550,000			$	13,640,000
Contract purchase price plus acquisition fee		$	20,850,000			$	33,280,000
Other cash expenditures expensed/(credited)		$	(87,000	)		$	50,000
Other cash expenditures capitalized		$	406,000			$	1,057,000
Total acquisition cost		$	21,169,000			$	34,387,000

Program: Name, location, type of property		NNN Talavi Corp Center, LLC Talavi Corporate Center Glendale, AZ Office				NNN One Nashville Place, LLC One Nashville Place Nashville, TN Office
Gross leasable square footage			153,000				411,000
Date of purchase:			11/23/2005				11/30/2005
Mortgage financing at date of purchase		$	24,000,000			$	58,000,000
Cash down payment		$	8,875,000			$	21,750,000
Contract purchase price plus acquisition fee		$	32,875,000			$	79,750,000
Other cash expenditures expensed/(credited)		$	17,000			$	54,000
Other cash expenditures capitalized		$	375,000			$	1,590,000
Total acquisition cost		$	33,267,000			$	81,394,000

Program: Name, location, type of property		NNN 633 17th Street, LLC 633 17th Street Denver, CO Office				NNN 300 Four Falls, LLC 300 Conshohocken State Road W. Conshohocken, PA Office
Gross leasable square footage			553,000				298,000
Date of purchase:			12/9/2005				12/14/2005

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Mortgage financing at date of purchase		$	67,500,000			$	72,000,000
Cash down payment		$	24,780,000			$	28,525,000
Contract purchase price plus acquisition fee		$	92,280,000			$	100,525,000
Other cash expenditures expensed/(credited)		$	(70,000	)		$	327,000
Other cash expenditures capitalized		$	1,087,000			$	2,019,000
Total acquisition cost		$	93,297,000			$	102,871,000

Program: Name, location, type of property		NNN 3500 Maple, LLC 3500 Maple Street Dallas, TX Office				NNN The Landing, LLC The Landing Apartments Durham, NC Apartment
Gross leasable square footage			375,000				192,000
Date of purchase:			12/27/2005				12/30/2005
Mortgage financing at date of purchase		$	58,320,000			$	9,700,000
Cash down payment		$	8,180,000			$	3,536,000
Contract purchase price plus acquisition fee		$	66,500,000			$	13,236,000
Other cash expenditures expensed/(credited)		$	(638,000	)		$	14,000
Other cash expenditures capitalized		$	(749,000	)		$	79,000
Total acquisition cost		$	65,113,000			$	13,329,000

Program: Name, location, type of property		NNN Calendon Wood, LLC Calendon Wood Apartments Greenville, SC Apartment				NNN Mission Square, LLC Misson Square Riverside, CA Office
Gross leasable square footage			348,000				128,000
Date of purchase:			1/3/2006				1/10/2006
Mortgage financing at date of purchase		$	17,000,000			$	24,225,000
Cash down payment		$	6,816,000			$	9,275,000
Contract purchase price plus acquisition fee		$	23,816,000			$	33,500,000
Other cash expenditures expensed/(credited)		$	51,000			$	(10,000	)
Other cash expenditures capitalized		$	89,000			$	365,000
Total acquisition cost		$	23,956,000			$	33,855,000

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Program: Name, location, type of property		NNN Highbrook Apartments, LLC Highbrook Apartments High Point, NC Apartment				NNN Gateway One, LLC 701 Market Street St. Louis, MO Office
Gross leasable square footage			280,000				410,000
Date of purchase:			1/19/2006				2/9/2006
Mortgage financing at date of purchase		$	16,925,000			$	50,000,000
Cash down payment		$	6,466,000			$	16,600,000
Contract purchase price plus acquisition fee		$	23,391,000			$	66,600,000
Other cash expenditures expensed/(credited)		$	(4,000	)		$	(139,000	)
Other cash expenditures capitalized		$	330,000			$	753,000
Total acquisition cost		$	23,717,000			$	67,214,000

Program: Name, location, type of property		NNN 1818 Market Street, LLC 1818 Market Street Philadelphia, PA Office				NNN Meadows Apartments, LLC The Meadows Apartments Asheville, NC Apartment
Gross leasable square footage			983,000				387,000
Date of purchase:			2/21/2006				3/15/2006
Mortgage financing at date of purchase		$	132,000,000			$	21,300,000
Cash down payment		$	25,384,000			$	7,100,000
Contract purchase price plus acquisition fee		$	157,384,000			$	28,400,000
Other cash expenditures expensed/(credited)		$	1,943,000			$	(73,000	)
Other cash expenditures capitalized		$	5,384,000			$	121,000
Total acquisition cost		$	164,711,000			$	28,448,000

Program: Name, location, type of property		NNN Enclave at Deep River, LLC The Enclave at Deep River Plantation High Point, NC Apartment				NNN Aventura Harbour, LLC Harbour Centre Aventura, FL Office
Gross leasable square footage			224,000				214,000
Date of purchase:			3/17/2006				4/28/2006
Mortgage financing at date of purchase		$	13,725,000			$	51,180,000
Cash down payment		$	5,307,000			$	20,015,000
Contract purchase price plus acquisition fee		$	19,032,000			$	71,195,000
Other cash expenditures expensed/(credited)		$	(81,000	)		$	(660,000	)
Other cash expenditures capitalized		$	112,000			$	5,276,000
Total acquisition cost		$	19,063,000			$	75,811,000

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Program: Name, location, type of property		NNN Arbor Trace Apartments, LLC Arbor Trace Apartments Virginia Beach, VA Apartment				NNN Lake Center, LLC Lake Center Four Marlton, NJ Office
Gross leasable square footage			125,000				89,000
Date of purchase:			5/1/2006				5/18/2006
Mortgage financing at date of purchase		$	11,063,000			$	14,830,000
Cash down payment		$	4,129,000			$	4,969,000
Contract purchase price plus acquisition fee		$	15,192,000			$	19,799,000
Other cash expenditures expensed/(credited)		$	108,000			$	(56,000	)
Other cash expenditures capitalized		$	290,000			$	791,000
Total acquisition cost		$	15,590,000			$	20,534,000

Program: Name, location, type of property		NNN 3050 Superior, LLC 3050 Superior Drive NW Rochester, MN Office				NNN Chase Tower, LLC Chase Tower Austin, TX Office
Gross leasable square footage			205,000				389,000
Date of purchase:			5/18/2006				7/3/2006
Mortgage financing at date of purchase		$	28,100,000			$	54,800,000
Cash down payment		$	8,775,000			$	17,700,000
Contract purchase price plus acquisition fee		$	36,875,000			$	72,500,000
Other cash expenditures expensed/(credited)		$	(441,000	)		$	5,000
Other cash expenditures capitalized		$	873,000			$	1,475,000
Total acquisition cost		$	37,307,000			$	73,980,000

Program: Name, location, type of property		NNN Las Colinas Highlands, LLC Las Colinas Highlands Irving, TX Office				NNN 220 Virginia Avenue, LLC 220 Virginia Avenue Indianapolis, IN Office
Gross leasable square footage			199,000				562,000
Date of purchase:			6/27/2006				6/29/2006
Mortgage financing at date of purchase		$	32,000,000			$	84,405,000
Cash down payment		$	12,148,000			$	16,395,000
Contract purchase price plus acquisition fee		$	44,148,000			$	100,800,000
Other cash expenditures expensed/(credited)		$	(235,000	)		$	(594,000	)
Other cash expenditures capitalized		$	784,000			$	420,000
Total acquisition cost		$	44,697,000			$	100,626,000

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Program: Name, location, type of property		NNN Villa Apartments, LLC Villas by the Lakes Apartments Jonesboro, GA Apartment				NNN 2716 North Tenaya, LLC Sierra Health Building Las Vegas, NV Office
Gross leasable square footage			283,000				204,000
Date of purchase:			7/7/2006				7/25/2006
Mortgage financing at date of purchase		$	14,925,000			$	50,750,000
Cash down payment		$	5,572,000			$	23,500,000
Contract purchase price plus acquisition fee		$	20,497,000			$	74,250,000
Other cash expenditures expensed/(credited)		$	(41,000	)		$	(42,000	)
Other cash expenditures capitalized		$	598,000			$	1,892,000
Total acquisition cost		$	21,054,000			$	76,100,000

Program: Name, location, type of property		NNN Westlake Villa, LLC Westlake Villas Apartments San Antonio, TX Apartment				NNN 400 Capitol, LLC The Regions Center Little Rock, AR Office
Gross leasable square footage			223,000				532,000
Date of purchase:			8/8/2006				8/18/2006
Mortgage financing at date of purchase		$	11,325,000			$	32,000,000
Cash down payment		$	4,228,000			$	6,368,000
Contract purchase price plus acquisition fee		$	15,553,000			$	38,368,000
Other cash expenditures expensed/(credited)		$	(313,000	)		$	(167,000	)
Other cash expenditures capitalized		$	373,000			$	1,746,000
Total acquisition cost		$	15,613,000			$	39,947,000

Program: Name, location, type of property		NNN Southcreek Corporate, LLC Southcreek Corporate Center  II Overland Park, KS Office				NNN Chatham Court/ Reflections, LLC Chatham Court Dallas, TX Apartment
Gross leasable square footage			56,000				378,000
Date of purchase:			9/1/2006				9/8/2006
Mortgage financing at date of purchase		$	6,000,000			$	18,938,000
Cash down payment		$	2,000,000			$	7,070,000
Contract purchase price plus acquisition fee		$	8,000,000			$	26,008,000
Other cash expenditures expensed/(credited)		$	(48,000	)		$	(207,000	)
Other cash expenditures capitalized		$	59,000			$	826,000
Total acquisition cost		$	8,011,000			$	26,627,000

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Program: Name, location, type of property		NNN Arbors at Fairview, LLC Arbors at Fairview Apartments Simpsonville, SC Apartment				NNN 1 & 2 Met Center, LLC Met Center 1 & 2 Austin, TX Office
Gross leasable square footage			181,000				95,000
Date of purchase:			10/12/2006				10/13/2006
Mortgage financing at date of purchase		$	10,500,000			$	8,600,000
Cash down payment		$	3,920,000			$	3,420,000
Contract purchase price plus acquisition fee		$	14,420,000			$	12,020,000
Other cash expenditures expensed/(credited)		$	(53,000	)		$	(234,000	)
Other cash expenditures capitalized		$	834,000			$	104,000
Total acquisition cost		$	15,201,000			$	11,890,000

Program: Name, location, type of property		NNN 250 East 5th  Street, LLC 250 East 5th Street Cincinnati, OH Office				One Northlake Place, LLC 11500 Northlake Drive Cincinnati, OH Office
Gross leasable square footage			537,000				177,000
Date of purchase:			10/25/2006				10/27/2006
Mortgage financing at date of purchase		$	65,000,000			$	13,350,000
Cash down payment		$	27,756,000			$	4,100,000
Contract purchase price plus acquisition fee		$	92,756,000			$	17,450,000
Other cash expenditures expensed/(credited)		$	(153,000	)		$	4,000
Other cash expenditures capitalized		$	805,000			$	272,000
Total acquisition cost		$	93,408,000			$	17,726,000

Program: Name, location, type of property		NNN DCF Campus, LLC Department of Children and Families Plantation, FL Office				NNN Beechwood Apartments, LLC Beechwood Apartments Greensboro, NC Apartment
Gross leasable square footage			118,000				173,000
Date of purchase:			11/15/2006				11/17/2006
Mortgage financing at date of purchase		$	10,090,000			$	8,625,000
Cash down payment		$	3,300,000			$	3,220,000
Contract purchase price plus acquisition fee		$	13,390,000			$	11,845,000
Other cash expenditures expensed/(credited)		$	(229,000	)		$	(7,000	)
Other cash expenditures capitalized		$	369,000			$	268,000
Total acquisition cost		$	13,530,000			$	12,106,000

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Program: Name, location, type of property		NNN Westpoint, LLC 1255 Corporate Drive Irving, TX Office				NNN Castaic Town Center, LLC Castaic Town Center Castaic, CA Retail
Gross leasable square footage			150,000				40,000
Date of purchase:			11/29/06				11/30/2006
Mortgage financing at date of purchase		$	15,125,000			$	11,250,000
Cash down payment		$	5,675,000			$	4,150,000
Contract purchase price plus acquisition fee		$	20,800,000			$	15,400,000
Other cash expenditures expensed/(credited)		$	(11,000	)		$	26,000
Other cash expenditures capitalized		$	269,000			$	572,000
Total acquisition cost		$	21,058,000			$	15,998,000

Program: Name, location, type of property		NNN Northwoods, LLC Northwoods II Columbus, OH Office				NNN 50 Lake Center , LLC Lake Center V Marlton, NJ Office
Gross leasable square footage			116,000				89,000
Date of purchase:			12/8/2006				12/15/2006
Mortgage financing at date of purchase		$	8,200,000			$	16,425,000
Cash down payment		$	2,770,000			$	6,075,000
Contract purchase price plus acquisition fee		$	10,970,000			$	22,500,000
Other cash expenditures expensed/(credited)		$	(43,000	)		$	(634,000	)
Other cash expenditures capitalized		$	186,000			$	628,000
Total acquisition cost		$	11,113,000			$	22,494,000

Program: Name, location, type of property		NNN Mt. Moriah Apartments, LLC The Trails at Mt. Moriah Apartments Memphis, TN Apartment				NNN 1600 Parkwood, LLC 1600 Parkwood Circle Atlanta, GA Office
Gross leasable square footage			539,000				151,000
Date of purchase:			12/28/2006				12/28/2006
Mortgage financing at date of purchase		$	22,875,000			$	18,250,000
Cash down payment		$	8,540,000			$	9,275,000
Contract purchase price plus acquisition fee		$	31,415,000			$	27,525,000
Other cash expenditures expensed/(credited)		$	57,000			$	2,000
Other cash expenditures capitalized		$	2,691,000			$	241,000
Total acquisition cost		$	34,163,000			$	27,768,000

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Program: Name, location, type of property		NNN Royal 400, LLC Royal 400 Business Park Alpharetta, GA Office
Gross leasable square footage			140,000
Date of purchase:			12/29/2006
Mortgage financing at date of purchase		$	9,400,000
Cash down payment		$	4,400,000
Contract purchase price plus acquisition fee		$	13,800,000
Other cash expenditures expensed/(credited)		$	19,000
Other cash expenditures capitalized		$	942,000
Total acquisition cost		$	14,761,000

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	NNN HEALTHCARE/ OFFICE REIT, INC.

	By:	/s/ Scott D. Peters

	Scott D. Peters
	Chief Executive Officer

Signature				Title		Date
/s/ Scott D. Peters   Scott D. Peters				Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		April 23, 2007
/s/ Shannon K S Johnson   Shannon K S Johnson				Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		April 23, 2007
/s/ W. Bradley Blair, II   W. Bradley Blair, II				Director		April 23, 2007
/s/ Maurice J. DeWald   Maurice J. DeWald				Director		April 23, 2007
/s/ Warren D. Fix   Warren D. Fix				Director		April 23, 2007
Larry L. Mathis				Director
/s/ Gary T. Wescombe   Gary T. Wescombe				Director		April 23, 2007

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Exhibit
Number				Exhibit
	1	.1		Dealer Manager Agreement between NNN Healthcare/Office REIT, Inc. and NNN Capital Corp (included as Exhibit 1.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	1	.1.1**		Amendment No. 1 to Dealer Manager Agreement between NNN Healthcare/Office REIT, Inc. and NNN Capital Corp.
	1	.2		Form of Participating Broker-Dealer Agreement (included as Appendix A to Exhibit 1.1 and incorporated herein by reference)
	3	.1		Third Articles of Amendment and Restatement of NNN Healthcare/Office REIT, Inc. (included as Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference)
	3	.2*		Bylaws of NNN Healthcare/Office REIT, Inc.
	4	.1		Form of Subscription Agreement (included as Exhibit B to the Prospectus)
	4	.2		Distribution Reinvestment Plan (included as Appendix C to the Prospectus)
	4	.3		Share Repurchase Plan (included as Appendix D to the Prospectus)
	4	.4		Escrow Agreement (included as Exhibit 4.4 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	5	.1*		Opinion of Venable LLP as to the legality of the shares being registered
	8	.1*		Opinion of Alston & Bird LLP as to tax matters
	10	.1		Advisory Agreement among NNN Healthcare/Office REIT, Inc., NNN Healthcare/Office REIT Holdings, L.P., NNN Healthcare/Office REIT Advisor, LLC and Triple Net Properties, LLC (included as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	10	.1.1**		Amendment No. 1 to Advisory Agreement among NNN Healthcare/Office REIT, Inc., NNN Healthcare/Office REIT Holdings, L.P., NNN Healthcare/Office REIT Advisor, LLC and Triple Net Properties, LLC
	10	.2		Agreement of Limited Partnership of NNN Healthcare/Office REIT Holdings, L.P. (included as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 and incorporated herein by reference)
	10	.3*		NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan)
	10	.4*		Amendment to the NNN Healthcare/Office REIT, Inc. 2006 Incentive Plan (including the 2006 Independent Directors Compensation Plan)
	10	.5		Form of Indemnification agreement executed by W. Bradley Blair, II, Maurice J. DeWald, Warren D. Fix, Gary T. Wescombe, Scott D. Peters, Danny Prosky, Andrea R. Biller, Shannon K S Johnson and Larry L. Mathis (included as Exhibit 10.1 to our form 8-K filed on March 5, 2007 and incorporated herein by reference)
	10	.6		Membership Interest Purchase and Sale Agreement by and between NNN South Crawford Member, LLC, NNN Southpointe, LLC and NNN Healthcare/Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.7		Membership Interest Assignment Agreement by and between NNN South Crawford Member, LLC, and NNN Healthcare/Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.8		Membership Interest Purchase and Sale Agreement by and between NNN South Crawford Member, LLC, NNN Crawfordsville, LLC and NNN Healthcare/Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)

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Table of Contents

Exhibit
Number				Exhibit
	10	.9		Membership Interest Assignment Agreement by and between NNN South Crawford Member, LLC, and NNN Healthcare/Office REIT Holdings, L.P. dated January 22, 2007 (included as Exhibit 10.4 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.10		Consent to Transfer and Agreement by and among NNN South Crawford Member, LLC, NNN Southpointe, LLC, NNN Healthcare/Office REIT Holdings, L.P., Triple Net Properties, LLC and LaSalle Bank National Association, dated January 22, 2007 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.11		Consent to Transfer and Agreement by and among NNN South Crawford Member, LLC, NNN Crawfordsville, LLC, NNN Healthcare/Office REIT Holdings, L.P., Triple Net Properties, LLC and LaSalle Bank National Association, dated January 22, 2007 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.12		Promissory Note issued by NNN Healthcare/Office REIT Holdings, L.P. in favor of NNN Realty Advisors, Inc. dated January 22, 2007 (included as Exhibit 10.7 to our Current Report on Form 8-K filed on January 25, 2007 and incorporated herein by reference)
	10	.13**		Promissory Note dated August 18, 2006 issued by NNN Southpointe, LLC to LaSalle Bank National Association
	10	.14**		Promissory Note dated August 18, 2006 issued by NNN Southpointe, LLC and NNN Crawfordsville, LLC to LaSalle Bank National Association
	10	.15**		Mortgage, Security Agreement and Fixture Filing dated August 18, 2006 by NNN Southpointe, LLC for the benefit of LaSalle Bank National Association
	10	.16**		Subordinate Mortgage, Security Agreement and Fixture Filing dated August 18, 2006 by NNN Southpointe, LLC for the benefit of LaSalle Bank National Association
	10	.17**		Guaranty dated August 18, 2006 by Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.18**		Guaranty (Securities Laws) dated August 18, 2006 by Triple Net Properties, LLC in favor of LaSalle Bank National Association
	10	.19**		Guaranty of Payment dated August 18, 2006 by Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.20**		Assignment of Leases and Rents dated August 18, 2006 by NNN Southpointe, LLC in favor of LaSalle Bank National Association
	10	.21**		Hazardous Substance Indemnification Agreement dated August 18, 2006 by NNN Southpointe, LLC and Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.22**		Promissory Note dated September 12, 2006 issued by NNN Crawfordsville, LLC to LaSalle Bank National Association
	10	.23**		Mortgage, Security Agreement and Fixture Filing dated September 12, 2006 by NNN Crawfordsville, LLC for the benefit of LaSalle Bank National Association
	10	.24**		Subordinate Mortgage, Security Agreement and Fixture Filing dated September 12, 2006 by NNN Crawfordsville, LLC for the benefit of LaSalle Bank National Association
	10	.25**		Guaranty dated September 12, 2006 by Triple Net Properties, LLC for the benefit of LaSalle Bank National Association
	10	.26**		Guaranty (Securities Laws) dated September 12, 2006 by Triple Net Properties, LLC in favor of LaSalle Bank National Association
	10	.27**		Assignment of Leases and Rents dated September 12, 2006 by NNN Crawfordsville, LLC in favor of LaSalle Bank National Association
	10	.28**		Hazardous Substance Indemnification Agreement dated September 12, 2006 by NNN Crawfordsville, LLC and Triple Net Properties, LLC for the benefit of LaSalle Bank National Association

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Exhibit
Number				Exhibit
	10	.29		Membership Interest Purchase and Sale Agreement by and between NNN Gallery Medical Member, LLC, NNN Gallery Medical, LLC and NNN Healthcare/Office REIT Holdings, L.P. dated March 9, 2007 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.30		Membership Interest Assignment Agreement by and between NNN Gallery Medical Member, LLC, and NNN Healthcare/Office REIT Holdings, L.P. dated March 9, 2007 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.31		Mortgage, Security Agreement and Fixture Filing by and between NNN Gallery Medical, LLC, and LaSalle Bank National Association, dated February 5, 2007 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.32		Secured Promissory Note by and between NNN Gallery Medical, LLC and LaSalle Bank National Association, dated March 9, 2007 (included as Exhibit 10.4 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.33		Unsecured Promissory Note by and between NNN Healthcare/Office REIT Holdings, L.P., and NNN Realty Advisors, Inc., dated March 9, 2007 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.34		Consent to Transfer and Agreement by and among NNN Gallery Medical, LLC, NNN Healthcare/Office REIT Holdings, L.P., NNN Gallery Medical Member, LLC, NNN Realty Advisors, Inc., and LaSalle Bank National Association, dated March 9, 2007 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on March 13, 2007 and incorporated herein by reference)
	10	.35		Membership Interest Purchase and Sale Agreement by and between NNN Lenox Medical Member, LLC, Triple Net Properties, LLC, NNN Lenox Medical, LLC, NNN Lenox Medical Land, LLC and NNN Healthcare/Office REIT Holdings, L.P., dated March 20, 2007 (included as Exhibit 10.1 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.36		Membership Interest Assignment Agreement by and between NNN Lenox Medical Member, LLC, and NNN Healthcare/Office REIT Holdings, L.P., dated March 23, 2007 (included as Exhibit 10.2 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.37		Membership Interest Assignment Agreement by and between Triple Net Properties, LLC, and NNN Healthcare/Office REIT Holdings, L.P., dated March 23, 2007 (included as Exhibit 10.3 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.38		Consent to Transfer and Assignment by and among NNN Lenox Medical, LLC, NNN Healthcare/Office REIT Holdings, L.P., NNN Lenox Medical Member, LLC, NNN Realty Advisors, Inc., and LaSalle Bank National Association, dated March 23, 2007 (included as Exhibit 10.4 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.39		Secured Promissory Note by and between NNN Lenox Medical, LLC and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.5 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.40		Deed of Trust, Security Agreement and Fixtures Filings by and among NNN Lenox Medical, LLC and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.6 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.41		Guaranty by and among NNN Realty Advisors, Inc., and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.7 to our form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.42		Guaranty (Securities Laws) by and among LaSalle Bank National Association and NNN Realty Advisors, Inc., dated January 2, 2007 (included as Exhibit 10.8 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)

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Exhibit
Number				Exhibit
	10	.43		Hazardous Substances Indemnification Agreement by and among NNN Lenox Medical, LLC, Triple Net Properties, LLC, and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.9 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	10	.44		Assignment of Leases and Rents by and among NNN Lenox Medical, LLC and LaSalle Bank National Association, dated January 2, 2007 (included as Exhibit 10.10 to our Current Report on Form 8-K filed on March 26, 2007 and incorporated herein by reference)
	21	.1**		Subsidiaries of NNN Healthcare/Office REIT, Inc.
	23	.1*		Consent of Venable LLP (included in Exhibit 5.1)
	23	.2*		Consent of Alston & Bird LLP (included in Exhibit 8.1)
	23	.3**		Consent of Deloitte & Touche LLP
	23	.4**		Consent of KMJ/Corbin & Company LLP
	24	.1**		Power of Attorney (included on signature page)

	*	Previously filed

	**	Filed herewith