RM Adviser LLC

Fees and Compensation.

This relationship creates a conflict of interest because RM Adviser may recommend preferred equity
investments originated by RM Originators over those from third parties, to ensure that RM Originators
receives associated fees, possibly to the detriment of Apartment Growth REIT. In addition, because
Apartment Growth REIT may purchase loans or other investments originated by RM Originators, RM
Originators may have an incentive to overvalue the price of a loan or other investment and/or “dump” a
loan or other investment through such sales, to the detriment of Apartment Growth REIT.

To address these conflicts, RM Adviser requires such affiliated transactions to be approved by the board
of directors, including a majority of our independent directors.

The approval of the Board of Directors, together with the other policies described above, serve as a check
on any ability of RM Adviser to overvalue the loans or other investments and protect against RM Adviser
allowing its affiliate to “dump” a low‐quality loan or other investment into Apartment Growth REIT.

                                             Loan Warehousing

With respect to the RM REITs, in certain cases, Realty Mogul and its affiliates may purchase loans or
preferred equity investments and hold them until the RM REITs are able to purchase the loan or preferred
equity investment through a “warehousing” arrangement between the two entities. These transactions
could raise similar conflicts of interest to those related to loans originated by Realty Mogul, discussed
above – for example, RM Adviser may be incentivized to allow Realty Mogul to overprice or “dump” loans
or preferred equity investments into the RM REITs to the disadvantage of the RM REITs. As a result, the
Board of Managers of Income REIT and the Board of Apartment Growth REIT also approve any such
transactions.

                                          Lending to the RM REITs

The RM REITs may also borrow funds from Realty Mogul or other affiliates including RMCC to purchase
loans and other assets. Any such loans create conflicts of interest. For example, RM Adviser may be

incentivized to consent to the RM REITs borrowing funds from RM Originators at an above‐market interest
rate, which would benefit Realty Mogul while disadvantaging the RM REITs. To mitigate this conflict of
interest, RM Adviser requires approval from the Board of Managers of Income REIT and the Board of
Directors of Apartment Growth REIT for any such loans.

However, Income REIT can accept the following loans from Realty Mogul or other affiliates without
approval from its Board of Managers if the lending arrangement meets the following criteria: (i) the total
of all unsecured related‐party loans, in the aggregate, does not exceed $20 million; and (ii) no outstanding
related‐party loan carries an interest rate that exceeds the then‐current applicable prime rate under the
Internal Revenue Code with respect to such loans. With respect to Apartment Growth REIT, the Board of
Directors has authorized Apartment Growth REIT to accept, without prior approval, loans from Realty
Mogul or other affiliates that (i) do not exceed $20 million, (ii) provide for no more than three principal
payments and (iii) do not carry an interest rate that exceeds the then current applicable prime rate with
respect to such loans. These conditions are designed to limit the impact of any such loans on the RM REITs
and to ensure that the loans are in line with market practices.

The RM Originators

The RM Originators are responsible for originating and/or purchasing loans and equity investments,
including preferred equity investments, that will be offered to the RM REITs. This arrangement could result
in the same types of conflicts described above for Realty Mogul and Income REIT: that is, other RM
Originators could also overprice or “dump” loans into the RM REITs, and/or RM Adviser could have an
incentive to purchase these investments regardless of whether they are appropriate for Income REIT.
Further, many of the loans or similar investments that RM Adviser recommends to Income REIT are
originated by the RM Originators. In connection with these loans or investments, Income REIT pays
servicing and administrative fees to a loan servicer, which may be RMCC, an affiliate or a third‐party loan
servicer. This fee is typically 0.50% of the principal balance of each loan or similar investment. The servicing
fee is calculated as an annual percentage of the stated value of the asset and is deducted at the time that
payments on the asset are made. The fee is deducted in proportion to the split between accrued and
current payments. Income REIT also typically pays a 1% special servicing fee on the original value of a loan
or investment to the servicer, in addition to other out‐of‐pocket expenses payable to third parties such as
legal fees or foreclosure expenses, in the event that it is deemed to be a non‐performing asset by RM
Adviser. These conflicts are addressed through the same types of policies described above with respect to
Realty Mogul’s role originating and selling loans recommended by RM Adviser, which also apply to loans
purchased from the other RM Originators.

RM Adviser will allocate investment opportunities among the RM REITs based on the diversification and
current asset concentration of each entity; the amount of capital available to each entity at the time an
investment is presented; and other similar factors. To the extent that, based on these factors, an
investment opportunity is an appropriate investment for more than one of the RM REITs, RM Adviser’s
investment committee will allocate the new investment opportunity to a RM REIT based on which entity
has gone the longest period of time without making an investment. Although RM Adviser follows these
general allocation policies, RM Adviser may deviate from these policies if adherence to these policies
...

Item 7: Types of Clients

  RM Adviser currently advises the RM REITs and Single Purpose Funds/Sponsor Entities.

RM REITs

The RM REITs primarily invest in real estate and real estate‐related assets, subject to certain limitations
related to their qualification as a REIT under IRS regulations and to maintaining their exclusion from the
definition of investment company under the Investment Company Act. The RM REITs have specific
eligibility criteria which must be met, and investors in the RM REITs are subject to certain restrictions when
investing in the RM REITs.

For Income REIT, an investor must initially purchase at least $5,000 in its common shares based on the
then-current per share purchase price, and at least $1,000 in its common shares based on the then current
per share purchase price for subsequent investments. The investment minimum for subsequent purchases
does not apply to shares purchased pursuant to Income REIT’s distribution reinvestment plan. In the
discretion of Income REIT’s board of managers, Income REIT may in the future increase or decrease the
minimum investment amount for all new purchasers and/or the minimum investment amount required
for investments beyond the initial purchase.

For Apartment Growth REIT, the minimum investment in shares of its common stock for initial purchase
is $5,000 based on the then-current per share purchase price. Once an investor has satisfied the applicable
minimum purchase requirement, any additional purchase must be at least $1,000 based on the then-
current per share purchase price. The investment minimum for subsequent purchases does not apply to
shares purchased pursuant to Apartment Growth REIT’s distribution reinvestment plan. In the discretion
of Apartment Growth REIT’s board of directors, Apartment Growth REIT may in the future increase or
decrease the minimum investment amount for all new purchasers and/or the minimum investment
amount required for investments beyond the initial purchase.

Investors in the RM REITs must also be “qualified purchasers” as defined in Regulation A under the
Securities Act (“Regulation A”). As a result, investors that are not “accredited investors” as defined in
Regulation D under the Securities Act may not invest more than 10% of the greater of their annual income
or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year‐end
(for non-natural persons). Also, because each of the RM REITs intends to continue to qualify as a REIT
under the Internal Revenue Code of 1986 (the “Internal Revenue Code”), no person may own, or be
deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 9.8% in
value of the aggregate of such RM REIT’s outstanding shares of common and preferred stock, or more
than 9.8% (in value or in number of all shares, whichever is more restrictive) of the aggregate of the
outstanding shares of its common stock.

Finally, so that each RM REIT’s underlying assets are not deemed to include “plan assets” subject to the
Employee Retirement Income Security Act of 1974 (“ERISA”) or Section 4975 of the Internal Revenue
Code, no more than 25% of the value of any class of equity interests in each RM REIT may be held by
“benefit plan investors” as defined in ERISA.

Single Purpose Funds/Sponsor Entities

The Single Purpose Funds invest in Sponsor Entities which directly acquire real estate. Interests in the
Single Purpose Funds/Sponsor Entities are offered as private placements under Rule 506 of Regulation D,
and consequently, investors in the Single Purpose Funds/Sponsor Entities must be “accredited investors”
as defined in Regulation D. Also, the Single Purpose Funds/Sponsor Entities intend to comply with certain

investment restrictions related to their reliance on an exemption from registration as an investment
company under the Investment Company Act.

Finally, so that each Single Purpose Fund/Sponsor Entity’s underlying assets are not deemed to include
“plan assets” subject to ERISA or Section 4975 of the Code, no more than 25% of the value of any class of
equity interests in each Single Purpose Fund/Sponsor Entity may be held by “benefit plan investors” as
defined in ERISA.