Greenfield Partners LLC

Item 5. Fees and Compensation

A. Greenfield and its affiliates are compensated for advisory services with asset management fees that
   are determined based upon a percentage of assets under management as well as performance-based
   fees, as discussed in Item 6. These fees are negotiable on a client-by-client basis and from time to
   time have been suspended or otherwise limited in duration. Because this brochure will only be
   delivered to qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of
   1940, as amended ("qualified purchasers"), this brochure does not include a fee schedule.

B. Greenfield or its applicable affiliates deduct fees from Partnerships’ assets on a quarterly basis.

2518822.01A-NYCSR03A - MSW

C. Partnerships do not pay other types of fees to Greenfield or its affiliates for advisory services, but
   Partnerships pay transaction costs and other expenses of forming investment vehicles and making,
   holding, managing and disposing of investments, such as travel and administrative expenses, fees of
   attorneys, accountants and other professionals and consultants, fees of real estate brokers and
   property managers, and fees and other charges of lenders. Pursuant to certain provisions in the
   limited partnership agreements of each Partnership, Greenfield and its affiliates are permitted to
   receive certain transaction and monitoring fees from entities in which a Partnership invests. The net
   proceeds of any such transaction or monitoring fees allocable to the Partnership would reduce the
   management fee payable by the Partnership. Pursuant to certain provisions in the limited partnership
   agreements of each Partnership and in limited instances, affiliates of Greenfield are permitted to
   receive development fees or similar fees from an entity in which a Partnership invests, without
   reducing the management fees payable by the Partnership, provided the payment of such fees has
   been approved by the advisory committee or limited partners in such Partnership.

    Certain Partnerships operate in parallel or have co-invested in the same investments. Greenfield
    allocates certain expenses or liabilities among such Partnerships pro rata, based on the relative
    amounts of their capital commitments. Alternatively, to the extent Greenfield determines that any
    such expenses or liabilities are specific to one or more particular Partnerships, Greenfield allocates
    such expenses solely to such Partnership(s) on a basis that Greenfield determines is fair and
    reasonable.

    For a more detailed discussion of fees and expenses relating to a particular Partnership, please refer
    to the private offering memorandum of such Partnership.

D. Partnerships pay asset management fees to Greenfield or its applicable affiliates quarterly in advance.
   In general, if an advisory contract is terminated, the asset management fee for the quarter in which
   the termination occurs would be prorated to the termination date, with the overpayment refunded
   to the Partnership. If the general partner of certain of Greenfield's Partnerships were to be removed
   without cause, an amount will be payable upon such removal equal to the asset management fee that
   would otherwise be payable for the one year period following the effectiveness of such removal. This
   provision (i) takes into account the extensive amount of work done and expenses incurred by
   Greenfield and its affiliates in advance of organizing a Partnership and making investments, (ii) is
   applicable for Partnerships and investors in the Partnerships who are qualified purchasers, (iii) is
   disclosed in advance to all Partnerships and investors in the Partnerships, and (iv) is the result of
   extensive negotiations with the investors in the Partnerships.

E. Neither Greenfield nor any of its supervised persons accepts compensation for the sale of securities
   or other investment products.

Item 7. Types of Clients

Greenfield generally provides investment advice to its Partnerships. Greenfield does not manage any
accounts other than Partnerships and therefore does not have requirements for opening or maintaining
accounts.