Phoenix Capital Realty Advisors LLC

Item 5. Fees and Compensation

Management Fee & Carried Interest

The Firm charges management fees (“Management Fees”) to Funds for its fund management and
investment advisory services. Typically, the Management Fees are based on a percentage of
invested capital and are paid to the Fund General Partner, Manager or other affiliate of the Firm.
The General Partner or an affiliate is further entitled to a carried interest in the profits of each of
the Fund’s project investments, a form of performance-based compensation (“Carried Interest”) as
set forth in Fund Organizational Documents and described in Item 6 below.

Management Fees are generally paid from the cash flow attributable to such investment or from
Capital Contributions allocated to such investment. Carried interest is allocated and paid to the
General Partner of each Fund at the time cash distributions are made to the Investors in the Fund.

Investors should review the Fund Organizational Documents for each Fund for detailed
information about each Fund’s Management Fees and other compensation provisions. In addition,
the Firm has negotiated and has the ability to negotiate different fee arrangements for certain
Investors pursuant to side letter agreements.

Acquisition Fee

A Fund General Partner or an affiliate of the Firm has the ability to be paid an acquisition fee for
each investment made by the Fund as described in the respective Fund’s Organizational
Documents. Generally, the acquisition fee is paid at the project level. Management Fees are offset
against any Acquisition Fees and the total combined Fees will not exceed 2.00% per annum of
total Capital Contributions invested and allocated to its investments over the life of any single
investment.

Fund Investors should refer to the Fund’s Organizational Documents for detailed information
regarding all matters concerning a Fund, including but not limited to fees and fee offsets. Any new
Fund sponsored by an affiliate of the Firm may have similar or materially different terms than
those described herein.

Co-Investment Vehicle Fees

While the Firm does not provide investment advisory services to Co-Investment Vehicles, it does
receive compensation from such entities. In general, the General Partner for each Co-Investment
Vehicles receives an Acquisition Fee with respect to each project based on the capital invested. In
addition, the General Partner or Manager for each Co-Investment Vehicle receives or may receive
additional management fees and/or asset management fees based on the revenues or collections of
the underlying property(ies). The General Partner for each Co-Investment Vehicles is typically
entitled to Carried Interest as defined in the respective governing documents and similar to that
paid by the Fund. These fees are in addition to any development fees, general contractor fees,
property management and other real estate related fees and expenses. All fees and expenses are
outlined in the governing documents for each Co-Investment Vehicle.

Expenses

Generally, pursuant to a Fund’s Organizational Documents, each Fund is responsible for expenses
relating to its operations, including, among many others, fees, costs and expenses of the Fund
incurred thereby together with certain overhead allocations of the Fund General Partner, in
connection with potential investments and the evaluation, acquisition, ownership, sale, or
financing of any potential investment, taxes, accounting and auditors fees, reporting and Investor
servicing, legal counsel, insurance (including errors and omissions and directors and officers
insurance), travel, litigation and indemnification expenses, administrative expenses and any other
extraordinary expense. Each Fund is also responsible for the organizational expenses incurred by the
Fund General Partner, up to a maximum amount set forth in a Fund’s Organizational Documents.
Such expenses are eligible to be paid or reimbursed by the Fund or at the project level. Certain
eligible Fund expenses are allocated across multiple vehicles managed by the Firm, including
insurance costs and costs related to the vehicles’ regulatory compliance. These expenses are
allocated proportionately based on each vehicle’s invested capital. Co-Investment Vehicles share
in all expenses that benefit both the Co-Investment Vehicle and the applicable Fund. However,
Co-Investment Vehicles that invest alongside the Fund generally do not pay any dead deal
expenses for investment opportunities that are not consummated, as such entities are not formed
or capitalized unless the investment opportunity is completed. The Firm bears all dead deal
expenses related to standalone co-investment opportunities. An Investor should review the Fund’s
Organizational Documents to understand what expenses each Fund is responsible for paying. The
methods used to allocate Fund expenses will vary depending upon the type of expense.

Because certain expenses are paid for by a Fund and/or its investments or, if incurred by the Firm,
are reimbursed by a Fund and/or its portfolio companies, the Firm may not necessarily put in the
effort to seek out the lowest cost options when incurring (or causing a Fund or its portfolio
companies to incur) such expenses. While this potential conflicts of interest should inherently be
mitigated by the fact that the Firm is incentivized to produce the highest Fund performance that it
can, at the time the expenses are incurred or vendors engaged, the Firm’s highest priority might
not be to incur the lowest expenses. Also, the consideration of which allocable party will bear an
expense is in certain circumstances expected to result in the Firm determining that it is equitable
for a Fund to bear more than its pro rata portion of certain fees, costs and expenses. While the Firm
makes such allocations in its reasonable discretion, a conflict of interest arises in such allocations
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