Humphreys Capital LLC

ITEM 5. FEES AND COMPENSATION

Humphreys Capital or the applicable General Partners are entitled to receive fees and other compensation
as set forth in Fund governing documents. Compensation provisions vary for each Fund. Investors should
review the governing documents of each Fund for detailed information about fees, other compensation, and
expenses. Humphreys Capital may enter into side letters or other agreements with investors that provide
for different fees or compensation.

Fund Management Fees
The Firm charges management fees (“Management Fees”) to each Fund for investment advisory services.
For Fund II, Fund III, Fund IV, Fund V and the SPV, the Management Fees are based on aggregate
commitments until final closing and net capital contributions thereafter. Management Fees for Fund II,
Fund III, Fund IV, Fund V and the SPV are payable quarterly in advance.

HREIF Advisory Fee

Humphreys Capital receives a quarterly Advisory Fee of 0.65% of the Aggregate Net Asset Value of the
Series Units as of the end of the immediately preceding quarter. The Advisory Fee is paid on the first
business day of each quarter.

Distributions to Common Unit Holders
As the manager of HREIF, Humphreys Capital is entitled to receive distributions payable based on its pro
rata ownership of Common Units. Distributions to Common Unit Holders are subject to investors receiving
a hurdle rate as set forth in HREIF’s governing documents. Distributions to Common Unit Holders are net
of the Advisory Fee charged by Humphreys Capital to HREIF for advisory services.

Carried Interest
The General Partners are entitled to an incentive distribution (“Carried Interest”) from distributions by
Fund II, Fund III, Fund IV and Fund V, as applicable. The Carried Interest is calculated based on a share
of realized profits on investments made by the Fund, subject to each investor first receiving a preferred return
of 8% on Capital Contributions made with respect to such investment, and the return of the investor’s Net
Capital Contributions made with respect to such investment, as set forth in the applicable Fund’s governing
documents. Any share of profits allocated or distributed to the General Partner is separate and distinct from
the Management Fees charged by the General Partners to Fund II, Fund III, Fund IV and Fund V for
advisory services.

Disposition Fees & Other Fees and Compensation
In addition to Management Fees and Carried Interest, the General Partners of Fund II, Fund III, Fund IV
and Fund V are entitled to receive a disposition fee equal to a percentage of the gross sales price of any
investment if the sale of such investment results in a return to the Fund in excess of 20%.

To the extent permitted by Fund governing documents, Humphreys Capital or an affiliate will receive
carrying costs, reimbursement of expenses or compensation for providing financing to a Fund.

Humphreys Capital or an affiliate will provide other services to a Fund and receive compensation for such
services to the extent permitted in a Fund’s governing documents. For example, in October 2018, the Board
of Directors of HREIF approved the payment of an asset management fee to the manager equal to 1.5% of
gross monthly revenue from HREIF’s multi-tenant properties for which its manager maintains asset
management responsibilities. Similarly, in April 2022, the Board of Directors of HREIF authorized a

Humphreys Capital, LLC                                                                                        6

$10,000 monthly accounting fee to the manager for its services relating to fair value accounting, REIT
compliance, accounting for multi-tenant properties, and coordination of accounting matters with
development partners, all of which are matters that the Board of Directors of HREIF concluded were beyond
the scope of services contemplated to be provided in exchange for the Management Fees.

Expenses
The Funds are responsible for various expenses as set forth in each Fund’s governing documents, and
investors should refer to such documents for detailed information regarding such expenses. In general, the
Funds are subject to all expenses related to Fund operations, including a) fees, costs and expenses incurred
in connection with investments or potential investments and the identification, evaluation, acquisition,
ownership, sale, hedging or financing of any investment or potential investment, including expenses
incurred in evaluating potential investments that are ultimately not pursued; b) the cost of preparing Fund
financial statements, tax returns and Schedule K-1s; c) audit fees and expenses; d) custodial fees; e) taxes
and other governmental fees and charges; f) expenses incurred in connection with any indebtedness entered
into by the Fund; g) expenses of the Board of Directors, Advisory Committees, and annual investor
meetings; h) applicable research reports; i) insurance expenses; j) travel expenses, which may include
commercial, business class or private travel expenses; k) litigation and indemnification expenses; l)
administrative expenses; m) extraordinary expenses; and n) such other expenses as are established in Fund
governing documents or disclosures. Funds are also responsible for offering and organizational costs to the
extent permitted by Fund governing documents.

The Funds pay expenses directly or indirectly and reimburse Humphreys Capital for eligible Fund expenses.
Expenses are incurred by or relate to more than one Fund and/or Humphreys Capital or an affiliate. The
Firm attempts to allocate aggregate costs or expenses among applicable Funds (and, in certain cases, among
Humphreys Capital, affiliates of Humphreys Capital and applicable Funds) in a fair and equitable manner
based on the nature of the product or service and relative benefit derived by the applicable Fund or entity.
However, expense allocation determinations can involve potential conflicts of interest, and the portion of a
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ITEM 7. TYPES OF CLIENTS

Humphreys Capital provides investment advisory services to pooled investment vehicles that invest directly
or indirectly in real estate and real estate related interests.

Each investor must satisfy accredited investor and/or qualified purchaser eligibility requirements outlined
in the offering documents or otherwise required by applicable laws. Investments in all Funds are subject to
minimum initial investment amounts per investor, which may be waived at the discretion of Humphreys
Capital.