Regent Properties LLC

Item 5 - Fees and Compensation

Management Fees

Management fees ("Management Fees") for non-Fund Clients will be individually negotiated and vary
between Clients and, for Fund Clients, may be individually negotiated between investors in a particular
Fund. For example, certain Fund investors will pay a reduced Management Fee at RP's discretion based on,
among other things: the amount of capital committed, the number of investments made by the investor, its
affiliates and/or its related investors in that or other Funds, and the timing of the investor's investment in
the Fund. For example, first-close investors can pay a materially lower Management Fee than second- or
subsequent-close investors. RP also will not charge Management Fees to its own affiliates who are Fund
investors.

Investors in both commingled Funds and co-investment vehicles may pay Management Fees in both Funds,
but investors who invest in both commingled Funds and co-investment vehicles will typically pay lower
Management Fees in the co-investment vehicles than investors who invest solely in co- investment vehicles.

Management Fees are paid on a periodic basis, generally, but not exclusively, quarterly, either in advance
or in arrears. Management Fees are typically not refundable. To the extent that a Management Fee is payable
for less than a full payment period, the amount will be appropriately prorated. Management Fees are either
billed to Clients (or, in the case of Funds, investors) or deducted from available funds as negotiated with
specific Clients and specified in the Governing Documents.

Opportunistic Strategy

Annual Management Fees for Clients in the opportunistic strategy are generally a percentage of the
unfunded capital commitments of each investor, plus either (a) a percentage of funded capital commitments
of each investor which has delivered capital commitments of less than a certain dollar amount, or (b) a
percentage of funded capital commitments of each investor which has delivered capital commitments equal
to or greater than a certain dollar amount.

Non-Investment Advisory Services (Other Services) Fees

RP or its affiliates may provide non-investment advisory services ("Other Services") that would otherwise
be provided by independent third parties to Clients for additional compensation ("Other Services Fees").
The terms and conditions upon which Other Services are provided and the terms and conditions of Other
Services Fees are individually negotiated with each Client and are set forth in the respective Governing
Documents. For example, Regent PM Services, LLC (“RPM”) provides property management services to
real estate assets owned or held by RP and its Clients, and may also provide Other Services to unaffiliated
third parties. Other Services Fees may not reduce or offset Management Fees. Generally, Other Services
Fees are otherwise no less favorable to the Client and/or its investment than the arm's-length rates on which
the Client or such investment could obtain comparable services from an unaffiliated service provider, taking
into account the nature of the relevant asset type and the special services required.

RP’s Allocable Costs and Expenses

REGENT PROPERTIES, LLC                                                                   Disclosure Brochure

In addition, any of the foregoing services may be rendered by RP or its affiliates and related entities,
including in-house legal, finance, accounting, tax, compliance, human resources, information technology,
development and construction personnel, as the case may be, and their Allocable Costs and Expenses with
respect to such services, will be a Fund Client expense if (i) the costs for such services are billed to the
Client in accordance with standard cost reimbursement procedures established by RP for the billing of such
services, (ii) such services are rendered on terms which are no less favorable to the Client than the terms on
which the Client could obtain comparable services from an unaffiliated third party and (iii) the provision of
such services by such entities or personnel is in the good faith judgment of RP in the interests of the Client.
"Allocable Costs and Expenses" means an allocable share of all direct and indirect fees, costs and expenses
of RP and its affiliates and related entities (as applicable) related to services provided to the Client and/or
Other Services, including, (a) out-of- pocket costs and expenses of the general partner or managing member
and/or its respective affiliates and related entities, (b) direct and indirect employment and overhead costs of
employees involved in, assisting with, or ancillary to the performance of such services (e.g., internal staff
counsel and other legal professionals, finance and capital markets, tax, accounting, compliance, human
resources, risk management, information technology, administrative, operations, engineering, architecture,
onsite property management, real estate services, development or construction personnel, and marketing
and communications), (c) expenses relating to any offices or office facilities (e.g., rent, telephone, printing,
mailing, utilities, office furniture, equipment, machinery and any other office, internal, and overhead
expenses), (d) information technology expenses associated with any computer software or hardware, (e)
insurance costs and fees and (f) expenses of any third party retained by RP, the general partner or managing
member and/or their respective affiliates and related entities. It is important to note that specific Allocable
Costs and Expenses will be determined pursuant to and in accordance with the Governing Documents for
each respective Fund Client. Such determination of Allocable Costs and Expenses will also take into
account any applicable side letters certain investors have entered into, if not otherwise included in the
Governing Documents.

Other Fund Client Fees and Expenses
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Item 7 - Types of Clients

As previously mentioned, RP provides investment advisory services primarily to Funds that are exempt
from registration under the Investment Company Act pursuant to Sections 3(a)(1), 3(c)(5)(C), 3(c)(6),

REGENT PROPERTIES, LLC                                                                Disclosure Brochure

3(c)(7) or 3(c)(1) thereof. RP also provides investment advisory services directly to non-Fund institutional
investors, high net worth individuals and family offices. RP does not currently provide investment advisory
services directly to nonaccredited retail investors or to registered investment companies.

The minimum capital commitment to invest in a Fund generally is $1 million, depending on the Fund;
however, the Fund's general partner or managing member generally has the discretion to reduce the
minimum capital commitment. All Fund investors are subject to applicable financial sophistication
requirements and RP requires Fund investors to be "qualified clients" ("Qualified Clients"), as defined in
Rule 205-3 of the Advisers Act. In addition, RP requires that U.S. Fund investors be "accredited investors"
as defined in Regulation D under the Securities Act and that non-U.S. Fund investors satisfy the
requirements of Regulation S under the Securities Act.