American Mortgage Investment Partners Management LLC

ITEM 5 FEES AND COMPENSATION
Clients are Qualified Purchasers
The Adviser currently only advises Clients that are "qualified purchasers" within the meaning of Section
2(a)(51) of the Investment Company Act of 1940.

Payment of Fees for Clients Generally
Management fees payable by a Client to the Adviser may be charged directly by the Adviser to the Client
as a first charge on distributable proceeds. Alternatively, the Adviser may request that investors in any
Client make a capital contribution to the Client in order to satisfy accrued and unpaid management fees.
Any incentive fees payable to the Adviser will be paid from distributable proceeds in the manner specified
in each Client's governing documents.

Additional Expenses and Fees for Clients Generally
In addition to management fees and incentive compensation earned by the Adviser, and unless otherwise
agreed to by the Adviser and a Client in writing, each Client shall be responsible for: (a) any U.S. federal,
state and local taxes and all filing fees payable with respect to its investments; (b) all costs, fees and
expenses relating to accountings and the preparation and mailing of financial, tax and performance reports
relating to its investments; (c) all filing and recording fees relating to real property and related mortgages
and other liens owned by the Client; (d) all expenses (including interest) associated with any financing
utilized for acquiring its investments; (e) any indemnification expenses relating to the Client's
investments; (f) any insurance, litigation, or broken deal expenses; and (g) any other fees or expenses that
are reasonably incurred in connection with the operation of business, maintenance or liquidation of the
Company.

Prepayment of Fees for Clients Generally
Clients are not required to pay fees to the Adviser in advance.

Additional Compensation and Conflicts of Interest
The Adviser or its affiliates may earn a fee with respect to the sale of real property owned by a Client.
Such fees will be paid by the relevant listing agents engaged in the sale of such properties or may be paid
directly by Client if agreed upon in advance. In addition, the Adviser or its affiliates may earn
compensation as a result of the securitization of Client assets. Any securitization of Client assets shall
require a Client's express written consent.

ITEM 7 TYPES OF CLIENTS

The Adviser intends to provide advisory services solely to private pooled investment vehicles.

ITEM 8 METHOD OF ANALYSIS, INVESTMENT STRATEGIES
AND RISK OF LOSS
The Adviser actively acquires, manages and disposes of investments in: (i) stocks, bonds, certificates and
other securities backed by non-performing, re-performing or distressed mortgage loans (“Loans”) secured
by residential real property (and in residential real property acquired as a result of the resolution of a Loan
(“REO Property”)) and (ii) interests (whether debt, equity or otherwise) in other entities that own stocks,
bonds, certificates and other securities backed by Loans or REO Property. The Adviser seeks to hold,
modify and service Loans, and then sell them as part of a portfolio of performing loans.

The following are some of the principal risks inherent in investment in Loans and REO Property.

Mortgage and Real Estate Related Investment Risks

The Adviser’s investment strategy of investing in Loans and REO Property subjects Clients to certain
risks including, among others: (i) continued declines in the value of real estate, (ii) risks related to general
and local economic conditions, (iii) possible lack of availability of mortgage funds for borrowers to
refinance or sell their homes or other real estate investments, (iv) overbuilding, (v) the general
deterioration of the borrower’s ability to keep a re-performing Loan current, (vi) increases in competition,
property taxes and operating expenses, (vii) changes in zoning and other applicable laws, (viii) costs
resulting from the clean-up of, and liability to third parties for damages resulting from, environmental
problems, (ix) casualty or condemnation losses, (x) uninsured damages from floods, earthquakes or other
natural disasters, (xi) limitations on and variations in rents, (xii) fluctuations in interest rates, (xiii)
foreclosure or eviction moratoriums and other requirements or restrictions on foreclosures or evictions
that may extend the time needed to foreclose or take possession of an REO, (xiv) the creation of new, or
the extension of existing, homebuyer incentive programs, (xv) new servicing or loss mitigation
requirements, and (xvi) new laws related to the origination or servicing of mortgage loans. To the extent
that Clients' assets are concentrated geographically, by property type or in certain other respects, such
Client's assets may be subject to certain of the foregoing risks to a greater extent.

Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases
such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, have resulted in historic market disruptions,
and future such emergencies have the potential to materially and adversely impact economic production
and activity in ways that are impossible to predict. The ultimate impact of any such health emergency –
and any resulting decline in economic and commercial activity – on global economic conditions, and on
the operations, financial condition and performance of any particular industry or business, is impossible to
predict, but could have a significant adverse effects on inevstments in Loans and REO Property, including
the ability of parties to Loan and REO Property transactions or management in which the Adviser’s
Clients engage to adequately perform their responsibilities. The impact of such health emergencies on the
business of investing in Loans and REO Preoperties may include the following:

       •      The amount and timing of proceeds to be realized in respect of these investments and related
              assets have been affected;
       •      The financial condition or performance of parties to these transactions has been adversely
              affected, which in turn has affected the ability of these parties to perform their obligations
              under the transaction documents;

       •      There have been more rapid declines in the value and/or liquidity of the notes issued by the
              securitization vehicles (the “Notes”) in geographic areas where large concentrations of
              mortgaged properties and REO Properties are located;
       •      The property values of the mortgaged properties securing the Loans and the values of the
              REO Properties might have declined over this period;
       •      An investor in the Notes may have a difficult time selling the Notes in these circumstances,
              and may be able to do so only at a substantial discount from the price the investor paid for
              the Notes;
       •      An investor wishing to obtain financing for the Notes may be able to do so only at higher
              interest rates and/or a greater discount to market value;
       •      The market for residential mortgage loans and residential properties may become depressed
              and stay depressed for an extended period of time, which could delay or materially reduce
              the sales proceeds from the mortgage assets;
       •      The time periods to resolve defaulted Loans may be long, and those periods may be further
              extended because of mortgagor bankruptcies, related litigation, and any federal and state
              legislative, regulatory and/administrative actions or investigations; and
       •      The time periods for completing foreclosure actions may be extended as a result of state and
              local moratoriums on foreclosures.

The Adviser, or a servicer engaged by the Adviser, may be required to foreclose on certain Loans resulting
in a Client's ownership of or responsibility for REO Property. The ownership of REO Property subjects
the Client's portfolio of assets to greater concentration of real estate market risks and risks related to real
property ownership and management. Additionally, the Adviser will be required to comply with zoning,
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