Rose Smart Growth Investment Advisors LLC

Item 5: Fees and Compensation

RSGIA is compensated for its advisory services through a management fee, which is generally
calculated as a percentage of capital committed in the investment period and as a percentage of
capital invested after the investment period. The precise calculation of the management fee may
vary by Fund. An acquisition fee and a disposition/refinancing fee may be charged upon the
acquisition or disposition of an asset, respectively, depending on vehicle structure and market
conditions. Construction oversight and/or property management fees may also be charged at the
asset level for certain Funds. Investors and prospective investors should refer to applicable
governing documents for more complete information on fees charged by RSGIA. Though fees and

payment methods vary by vehicle, management fees are generally charged in advance, on a
quarterly basis. Depending on the governing documents and investment vehicle, fees may be
deducted from a Fund’s assets or billed directly to the investor. If an advisory contract is
terminated, a pro rata portion of any management fee will be refunded to the applicable investor.
Any acquisition and disposition fees are collected at the time of the transaction.

RSGIA affiliates also earn a performance-based fee (for more information on performance-based
fees, see Item 6). Generally, both advisory fees and performance-based fees are non-negotiable.
However, the general partner of a Fund may enter into side letters or other similar agreements with
certain investors in connection with their admission to such Fund without the approval of any other
investor that may alter and/or supplement the terms of the Fund’s governing documents in a manner
that makes the terms applicable to such investors more favorable than those applicable to other
investors.

Each Fund will bear expenses related to its or its subsidiaries' organization and operations,
including brokerage commissions, development fees, property management fees, appraisal fees,
audit fees, custodial fees (if applicable), broken deal expenses, and other related service provider
costs.

Specifically, expenses borne by the Funds vary by vehicle but may include, without limitation:

       (i)      costs and expenses incurred in connection with the acquisition, valuation, or
                disposition of investments, including expenses paid by the Funds with respect to
                potential investments that are not consummated, sales commissions, due diligence,
                appraisal fees, taxes, brokerage fees, travel expenses, and legal, accounting,
                consulting, information services, and professional fees;
       (ii)     costs and expenses incurred in connection with the operation, ownership,
                development, holding, and management of each investment (to the extent the same
                are not the responsibility of the respective property manager or development
                manager), including the cost of capital improvements, property insurance premiums,
                operating deficits, leasing costs, real estate and other taxes, and ground rents;
       (iii)    any nominal custodial, trustee, record-keeping, and other administration fees with
                respect to investments, including costs and expenses of delivering communications
                by personal delivery, overnight delivery, or registered mail;
       (iv)     any and all expenses incurred in connection with the Fund’s annual audited financial
                statements and tax returns;
       (v)      legal, accounting, auditing, consulting, appraisal, financing, and filing expenses;
       (vi)     taxes and other governmental charges that may be incurred or payable by the Fund;
       (vii)    insurance premiums or expenses incurred by the Funds in connection with the
                activities of the Fund, including errors, omissions, fidelity, general partner liability,
                and directors’ and officers’ liability;
       (viii)   expenses incurred to comply with any law or regulation related to the activities of
                the Funds or incurred in connection with any litigation or governmental inquiry,
                investigation, or proceeding involving the Fund;
       (ix)     expenses incurred in connection with the dissolution, winding up, or termination of
                the Fund;
       (x)      expenses related to defaults by a limited partner in the payment of any capital

                 contributions;
       (xi)      out-of-pocket expenses for transactions that are not consummated;
       (xii)     expenses incurred in connection with any amendments, modifications, revisions, or
                 restatements to the constituent documents of the Funds or any subsidiary;
       (xiii)    expenses incurred in connection with distributions to the Partners;
       (xiv)     any appraisal expenses incurred by the Fund;
       (xv)      any and all expenses related to the Fund’s indemnification obligations;
       (xvi)     project management fees, property management fees, leasing or sales brokerage
                 fees, and graphic and web design fees, to the extent permitted hereby;
       (xvii)    any expenses of the Advisory Committee, including reasonable out-of-pocket travel
                 expenses incurred by Advisory Committee members to attend Advisory Committee
                 meetings;
       (xviii)   expenses incurred in connection with the preparation of or holding an annual
                 meeting of the limited partners (including any services, reasonable entertainment,
                 or food provided thereat).

This list of fees and/or expenses that the Funds may incur or pay directly to third parties is not
intended to be exhaustive; existing investors in the Funds are advised to review the applicable
Fund’s offering materials for a more extensive description of the fees and expenses associated with
...

Item 7: Types of Clients

RSGIA provides investment advice to pooled funds, including limited partnerships, limited
liability companies, side-car or co-investment vehicles. Investment opportunities are offered
privately to institutional, high-net-worth, and foreign investors. Each investor in RSGIA Funds is
required to be an accredited investor pursuant to Regulation D under the Securities Act. In addition,
RSGIA pooled investment vehicles qualify under Section 3(c)(1), Section 3(c)(5), or other
applicable sections of the Investment Company Act.

Unless stated otherwise in the offering documents, RSGIA Funds generally have a minimum
investment amount of $1 million, though the general partner of a Fund may accept lower amounts
at its discretion.

RSGIA may also establish a separately managed account for certain institutional investors that
may not be able to invest in a pooled fund. Separately managed accounts may be structured as
limited liability companies.