Sabal Investment Advisors LLC

Item 5 - Fees and Compensation

         A.      Management Fee
         Funds

                                             Form ADV Part 2
                                             Client Brochure
          Under each Adviser’s investment management agreement (“IMA”) with the respective Fund, the Adviser
will receive an annual management fee (the “Management Fee”) as specified in the IMA and which is based on (i)
a percentage of committed capital commencing on the date of the initial closing and (ii) a percentage of the
remaining aggregate capital contributions made by limited partner investors with respect to all investments owned
by the Fund. The Management Fee will range between 1.25% and 1.75% per annum. The Management Fee is
payable quarterly in advance. The Management Fee will be paid directly by the Funds and will indirectly be borne
by the Fund’s investors. Each Adviser, in its discretion, may waive or reduce the Management Fee as to all or any
of the investors in their respective Funds or agree with an investor to waive or alter the Management Fee as to that
investor.
       SIA and SIH are each “fee only” investment advisers, and other than their respective Management Fees
described herein, the Adviser does not receive or accept any direct or indirect compensation related to investments
that are purchased or sold for the Funds. This means that the Funds will not be sold products or services that create
additional fees or compensation to benefit the Adviser, its principals, or its affiliates other than those described in
this Brochure. However, in addition to Management Fees, the Funds may also pay other fees or expenses to affiliated
third parties, including an incentive distribution or profit allocation that is paid to the Adviser’s affiliate serving as
the respective Fund’s General Partner (see “Carried Interest” below). For additional information on the conflicts of
interest involved in the retention of the Adviser’s affiliates, please see Item 10 below.
       Managed Accounts
       For investment advisory services offered by the Adviser for the Managed Accounts of individuals, trusts,
pension and profit-sharing funds and other institutions, the Adviser is entitled to an advisory fee based on a
percentage of assets under management, generally payable quarterly in advance for such services. The management
fee and other expenses are negotiated on a case-by-case basis and will typically include legal, organizational,
offering, and other expenses, as applicable. A Managed Account client may also incur certain operating expenses,
which will be set forth in such client’s Governing Documents. These fees will be exclusive of other fees that a
client may bear, including brokerage commissions, transaction fees, custodian fees and other related costs and
expenses. The Adviser shall not receive any portion of the commissions, other fees, or other costs other than as
specified in the client’s Governing Documents.

       B.     Carried Interest
        The Adviser only receives a Management Fee from the Funds. However, each Fund will pay an incentive or
(i.e. carried interest) distribution or profit allocation to the Adviser’s affiliate serving as the respective Fund’s
General Partner based on a percentage of all of the Fund assets in excess of capital contributions equal to limited
partner contributed capital plus a preferred return, as described in greater detail in Item 6 below. Current and
prospective investors should refer to the applicable Fund’s Governing Documents for specific incentive fee
structures.The carried interest to be paid to the Fund’s General Partner is generally 20%.
       With respect to Managed Accounts, 100% of the distribution of proceeds will first be apportioned to the
limited partner investor based on its aggregate capital contributions to all investments. Thereafter, the General
Partner is entitled to an incentive distribution based on a percentage of the applicable Managed Account assets
exclusive of (i) co-investments with the limited partner in the applicable Fund and (ii) any investments that are
within the applicable Fund’s permitted allocations to investments.

       C.     Payment Method
       Each Fund’s Management Fee typically will be paid quarterly in advance by deducting such fee from the
assets held in the Fund’s account on the initial closing date and on the first day of the calendar quarter thereafter.
       If either Adviser does not provide services for the full period in respect of which such Management Fees are
paid, the Adviser will return a pro rata portion of such Management Fees, calculated based on the number of days
remaining in the applicable period.

                                             Form ADV Part 2
                                             Client Brochure
       D.     Other Fees and Expenses

       Adviser Expenses
        Unless otherwise set forth in a Fund’s Organizational Documents, the Adviser will directly bear expenses
that relate to providing its investment advisory services, including (i) office overhead (i.e., technology, research,
rent, furniture, fixtures and office equipment) allocable to the investment management services of the Advisers; (ii)
compliance and regulatory costs to the extent not directly incurred as a consequence of forming, operating and
managing a fund or any of their respective subsidiaries, and (iii) any other overhead expenses not attributable to the
formation, ownership, operation and management of a fund, its respective subsidiaries and /or its investments.
       Fund Operational Expenses
        In addition to the Management Fee, a Fund generally bears all its operating expenses, including legal,
organizational, offering expenses and other expenses, and each investor bears its pro-rata portion of these expenses.
A Fund’s organizational expenses may include the out-of-pocket expenses of the Adviser, the General Partner
...

Item 7 - Types of Clients
         The Adviser provides investment advisory services to the Funds and Managed Accounts (collectively,
referred to herein as “Clients”). At present the Adviser’s only Clients are the Funds which are pooled private real
estate investment vehicles typically structured as limited partnerships exempt from registration as investment
companies under the Investment Company Act of 1940, as amended (the “Investment Company Act”), by virtue of
Section 3(c)(7) thereof, and whose securities are not registered under the Securities Act of 1933, as amended (the
“1933 Act”). Such Funds are operated by General Partners that are affiliates of the Adviser. Currently, the Adviser
does not have any Managed Accounts, but may have them in the future.
       Investors in the Funds generally must be “accredited investors” under Regulation D of the 1933 Act
(“Regulation D”) who are also “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment
Company Act. Common shares of the Feeder Funds are offered to United States investors consisting primarily of
tax-exempt entities, which are “accredited investors” under Regulation D and Qualified Purchasers under the
Investment Company Act. Common shares of the Feeder Funds are not offered to members of the public in the
Cayman Islands.
         Investors in a Fund must understand that each Fund was formed as a limited partnership to be managed by
the Adviser with its affiliates acting as General Partner. The Adviser does not intend any Fund to terminate its
investment relationship with the Adviser absent the Adviser’s liquidation or bankruptcy. However, the Adviser has
a fiduciary duty to act in the best interest of the Fund that it manages, and investors in each Fund have a limited
right to withdraw from the Fund at any time subject to any notice requirement, lock-up period or other withdrawal
limitations described in the applicable Fund’s Governing Documents. The Funds’ General Partners have from time
to time entered into a side letter agreement with one or more investors in a Fund which have, among other terms,
provided for (i) rights or benefits that are more favorable than those granted to all other Fund investors, (ii) a
reduced Management Fee and/or incentive fee, or (iii) greater or more frequent transparency with respect to the
Fund.
        An investment in a Fund is subject to a required initial minimum capital contribution and minimum account
balance for the duration of the commitment period as specified in the respective Fund’s Governing Documents.
      In order to qualify for a Managed Account, a client must meet certain minimum financial requirements. The
Adviser does not have a minimum size requirement for its Managed Account client. However, a minimum
investment commitment amount may be established and will be set forth in the Managed Account’s Governing
Documents. In its sole discretion, the Adviser may waive the minimum contributions or permit a lower investment
commitment amount.