Rockpoint Group LLC

5 | Fees and Compensation

  team or the build out of the platform entity. Such expenses may be borne directly by a Fund as fund expenses (or
  broken deal expenses, if applicable) or indirectly as such Fund bears the start-up and ongoing expenses of the newly
  formed platform portfolio entity. The compensation of management of a platform portfolio entity may include interests
  in the profits of the portfolio entity, including profits realized in connection with the disposition of an asset. None of the
  expenses described above will offset the applicable management fee.

  Rockpoint periodically invests the assets of the Funds in other entities or pooled investment vehicles that specialize in
  particular real estate investments. In certain cases, such entities and other pooled investment vehicles are managed
  by unaffiliated third-party managers (“JV Partners”). JV Partners engaged by a Fund or the general partner will
  receive management fees, carried interest or incentive allocation, or other compensation for their services that is paid
  by the property (and indirectly by the Funds). In certain instances, carried interest or incentive allocation will only be
  paid to the JV Partner after achieving a certain performance return threshold.

  Rockpoint, its affiliates, a Fund and/or their portfolio entities occasionally have entered and will enter into agreements
  or other arrangements with vendors and other similar counterparties unaffiliated with Rockpoint from time to time
  whereby such counterparty may charge lower rates and/or provide discounts or rebates for such counterparty’s
  products and/or services depending on certain factors, including without limitation, volume of transactions entered into
  with such counterparty by Rockpoint, its affiliates, a Fund and their portfolio entities in the aggregate.

  For more detailed information and a complete description regarding each Fund’s fees and expenses please refer to
  the applicable Fund’s Offering Documents.

D. Advance Payment
  As noted above in Item 5.B., management fees are neither billed nor required to be paid in advance. They are billed
  and paid quarterly in arrears. Accordingly, there is no issue regarding refunds for pre-paid fees.

E. Compensation for Sales of Securities
  Neither Rockpoint nor any of its supervised persons accepts compensation for the sale of securities or other
  investment products.

Item 7.         Types of Clients
As noted under Item 4, Rockpoint provides investment advisory and management services to real estate private equity
funds, single investor funds, and certain co-investment and parallel investment vehicles. Each Fund’s investors must
meet the eligibility provisions outlined in Item 4.B. Also, as set out in the respective Fund’s Offering Documents, each
Fund’s investors may be subject to a minimum initial investment amount, subject to increase, decrease or waiver at the
discretion of Rockpoint. Investors in the Funds may include, but are not limited to, pension plans (corporate, state and
foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds of funds),
trusts, estates, charitable organizations, insurance companies, asset management firms, corporate or business entities,
and high net worth individuals.

In addition, Rockpoint has and may in the future organize co-investment and parallel investment vehicles to
accommodate the specific legal, tax or regulatory needs of certain investors. In general, Rockpoint has established and
managed and may establish and manage in the future co-investment and parallel investment vehicles with respect to a
particular investment if Rockpoint determines that an investment would either result in a Principal Investing Fund
exceeding investment restrictions of such Fund or cause such Fund to be overexposed to a type of property or
geographic location based on such Fund’s then-existing portfolio composition or that the risk profile of such investment
opportunity is not appropriate for a full allocation to the Principal Investing Fund. Rockpoint has in the past and may in the
future also determine to offer co-investment opportunities to existing limited partners, third-party or other strategic
investor(s) to the extent Rockpoint determines that such investor would potentially provide a strategic benefit to a
particular investment or a Principal Investing Fund. See Item 10 for additional information.