Conservation Resource Partners LLC

Item 5 - Fees and Compensation

A. Currently our firm, or an affiliate of our firm, receives compensation from each of our
   clients in the form of (1) a management fee based on the percentage of assets we
   manage (generally based on capital deployed) and (2) performance-based
   compensation.

   We set forth the details of how we calculate our management fee and performance-
   based compensation for our Clients in the respective offering documents and related
   management agreements. Our fees are generally not negotiable, except under limited
   circumstances.

B. We deduct our management fees directly from our clients’ accounts each quarter.

C. Whether the management fee is paid in arrears or in advance, each quarter is
   determined by the investment terms applicable to the specific Client and set forth in
   its Governing Documents. It is unlikely that an investor in a pooled investment
   vehicle would need a refund on its portion of the management fee because our pooled
   investment vehicles are closed-end funds in which investors typically cannot
   withdraw before the end of the fund’s term. If an investor does withdraw its
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   investment before the end of the term and the withdrawal is in the middle of a quarter,
   we will refund a pro rata percentage of the fee paid in advance. The management fee
   is prorated for periods of less than a full payment cycle.

   We only receive our performance-based compensation when distributions occur in
   accordance with the relevant governing documents for each Client relationship. As a
   result, we do not receive performance-based compensation on a regularly scheduled
   basis.

D. Each Client’s governing documents include a full explanation of expenses incurred in
   connection with our advisory services. Our Clients generally bear, or have borne,
   each of their own operating and investment-related expenses, including, but not
   limited to the following:
      all expenses related to the organization of, and the offering and sale of interest in,
       such client up to a certain maximum amount stated in the clients’ organizational
       documents. Such costs may include legal fees, accounting fees and various filing
       fees, etc.;
      all fees, costs and expenses directly related to the purchase and sale of properties
       (whether or not such purchase or sale is consummated);
      broken-deal expenses or break-up fees associated with actual or potential
       investments (whether or not consummated);
      all fees and expenses of custodians, counsel and accountants and other service
       providers of the client;
      all fees and expenses of the client and third-party service providers and
       shareholders in connection with qualifying, maintaining and administering any
       REIT;
      all cost, fees and expenses relating to the holding, management, financing,
       refinancing, development, maintenance and monitoring of properties;
      all costs, fees and expenses relating to the drafting, entering into and ongoing
       oversight of leases and any other agreements associated with properties;
      all costs, fees and expenses related to insurance relating to the client investments;
      costs and expenses payable or allocable to joint venture partners (whether or not
       such joint venture is consummated);
      all costs of holding any meetings of partners or the Advisory Committee;
      all costs and expenses of, or incidental to, the preparation and dispatch to partners
       of all checks, reports, circulars, forms, statements and notices, and any other
       documents which in the opinion of the General Partner are necessary or desirable
       in connection with the business and administration of the client;
      all costs and expenses incurred as a result of dissolution, winding-up and
       termination of the client and the realization of properties, any other agricultural
       investments and other client assets pursuant thereto;
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      any costs and expenses of any litigation involving the client and the amount of
       any judgment or settlement paid in connection therewith, excluding, however, the
       costs and expenses of any litigation, judgment or settlement in which the conduct
       of an Indemnified Person is found to have violated the standard of conduct
       required by the Partnership Agreement for the indemnification of the General
       Partner;
      all costs and expenses for indemnity or contribution payable by the client to any
       person and all costs of any liability insurance maintained with respect to liabilities
       arising in connection with the activities of any indemnified person conducted on
       behalf of the client and any other investment vehicle or the General Partner;
      all management and performance-based fees;
      certain membership expenses of relative associations; and
      any withholding or other taxes or governmental charges (except as otherwise
       provided in the Partnership Agreement).

   Any of our pooled investment vehicles that invest in parallel share joint expenses on a
   pro rata basis, as applicable (unless tax or regulatory reasons dictate otherwise).

   Our firm is responsible for the day-day operating expenses, including office overhead
   and compensation of employees for our pooled investment funds. We do not allocate
   the overhead expenses of our firm to our Funds. Additional information on fees
   incurred by clients can be found in each Funds’ applicable Governing Documents.

   For our separately managed account, Conservation Resources receives reimbursement
   for Accounting and Administrative services pursuant to the SMA’s governing
   documents and with the approval of the investor.
...

Item 7 - Types of Clients

Conservation Resources provides investment advisory and management services
exclusively to commingled funds and/or separate account clients. The commingled funds
sponsored by CRP are only offered to qualified investors.

Investors in these vehicles include (but are not/will not be limited to):

      high net worth individuals,
      pension and profit-sharing plans (domestic and foreign),
      insurance companies,
      family offices,
      trusts, estates, charitable organizations and endowments and
      limited liability companies and corporations.

Investment Requirements

Our firm’s primary focus is to provide investment advisory services to pooled investment
vehicles. The minimum initial investment for a Fund is generally $1.0 million, although
Conservation Resources, or its affiliates reserve the right to waive or adjust subscription
requirements at their discretion, as applicable.

We require that investors in our pooled investment vehicle qualify as qualified
purchasers. Qualified purchasers, by definition, include accredited investors, which are
generally (i) individuals with $1,000,000 of net worth (excluding their primary residence)
or who have made $200,000 in each of the two previous years (or $300,000 joint income
with one’s spouse) or (ii) entities with assets totaling over $5,000,000.

For separately managed accounts, Conservation Resources will determine the account
minimum on a case-by-case basis, depending on the specific circumstances of each client.