Equus Capital Partners Ltd

Item 5. Fees and Compensation

       A.       How Equus is compensated for advisory services. The specific
terms for the compensation of Equus by each Fund are dictated by the Fund’s
charter documents, offering documents, management and advisory agreements,
and any other applicable agreements. Each Fund generally pays a management
fee (the “Management Fee”). A Fund’s Management Fee generally will commence
on the date that the first capital call for a Fund is made to fund a real estate
investment and thereafter be paid on the first day of each calendar quarter. The
Management Fee is based on a percentage of assets invested in or committed to
a Fund by its investors, and may vary based on the stage of investment of the
Fund and the amounts committed to the Fund by its various investors. The
Management Fee generally ranges from ½% to 1-1/2%. Professionals of Equus
and its affiliates may be retained by a Fund to provide other services to the real
estate projects owned by the Fund. Services may include the following: (a)
property management and construction management services; (b) development
services; (c) real estate brokerage services; (d) legal services; (e) tax preparation
services; and (f) title insurance services. All fees related to such services are
limited by a pre-approved schedule but other types of fees may be charged if they
are presented to an Advisory Committee composed of the investors in the Fund
with the largest investments, and the Advisory Committee does not disapprove
them.

        An affiliate of Equus is also entitled to receive an incentive distribution of
the investment proceeds from the Funds, generally subject to certain conditions
such as the prior return of capital to Fund investors and/or prior payment to Fund
investors of a certain rate of return on invested capital. Proceeds available for
distribution will consist principally of cash generated from continuing operations of
the assets owned by a Fund and the cash proceeds realized on the sale or
refinancing of Fund assets. These incentive distributions are referred to as the
“Carried Interest,” A Carried Interest is charged in compliance with Rule 205-3
under the Investment Advisers Act of 1940, as amended.

      B.    Deduction of fees from invested assets. Equus’ compensation is
deducted from the assets of each Fund. Management Fees are paid quarterly in

  Equus does not have final investment discretion over the assets of a Fund. The ultimate discretion
is retained by the applicable general partner of each Fund, which general partner is always an
Equus affiliate.

accordance with the provisions of the Fund’s governing documents. Carried
Interest is paid when earned upon the distribution of the applicable assets.

         C.    Other types of fees or expenses. Each Fund pays all offering and
organizational expenses incurred in the formation of the Fund and the related
entities up to a certain maximum limit set forth in the Fund’s offering documents.
Each Fund generally pays all expenses related to its activities, including all costs
related to the purchase, financing, sale (whether or not consummated),
construction, repair and maintenance of investments; legal (both third party and
for legal services provided by Equus or its affiliates), auditing, tax, leasing fees,
carrying, financing, development, construction, and accounting fees; insurance;
litigation expenses; third-party consultants; and any other operating expenses of
the Fund. In pursuit of its investment objective a Fund may incur and pay fees or
expenses to independent third-parties, such as real estate brokers and agents,
engineers, construction contractors, property managers, accountants, custodians,
attorneys, and expenses of subpartnerships and other entities through which a
Fund holds interests in real estate. Other expenses may be charged to a Fund if
described in the Fund’s confidential private offering documents. Funds will incur
real estate brokerage and other transaction costs. Fund investors are not directly
charged with fees or expenses, but in effect pay their pro rata share of any fees or
expenses charged to the Fund. Equus provides the Funds with various accounting
and tax services, but Equus is only separately compensated by a Fund if a.) on a
basis preapproved in the Fund documents or b.) as approved by unaffiliated limited
partners on the Advisory Committee. An affiliate of Equus owns an interest in a
title insurance agency, but such agency may only receive title insurance
commissions in states if title insurance rates are regulated in such states such that
premiums are not increased by the commissions paid.

       D.   Payment of fees in advance. In the event that a Fund’s investment
advisory agreement with Equus terminates during a period covered by
Management Fees paid in advance, Equus would pro rate such Management Fee
and reimburse the portion of such Management Fee covering the remainder of the
period.

Item 7. Types of Clients.

       Equus provides investment advice only to the Funds, which are privately
offered pooled investment vehicles. Investors in the Funds include domestic and
foreign pension plans, endowments, foundations, trusts, family offices, funds of
funds, and private individuals.