SDS Real Estate Advisors

Item 5: Fees and Compensation

SDSREA requires that each client enter into a written management agreement (each, an
"Agreement"), which sets forth the rights and obligations of the Adviser and the client. Fees are
based upon the specific client’s investment portfolio, and on the type of investment services to be
provided. Generally, each Agreement sets forth investment management fees and payment terms
for accounts under management by the Adviser.

Real Estate Funds
SDSREA’s fees for pooled real estate investment funds are fixed and negotiable and depend on
the requirements and size of the real estate fund. Fees are negotiable and factors considered are
the size of account, the investment strategy selected, and the relationship of the account to the
firm and other accounts. Fees are payable quarterly in arrears and due within 45 days of the
quarter end. Fees will be prorated to the date of termination.

Clients may occasionally pay other fees or expenses associated with their account, but these fees
will typically be paid by the Fund to the General Partner of each specific Fund. The General
Partner will then pay SDSREA’s fee from the aggregate fee received from the specific Fund for
which they are the General Partner. Fees and expenses paid by each specific Fund are outlined in
each of the Fund’s governing documents.

For more detailed information on the fees and compensation received by the Adviser and its
affiliates, please refer to the respective Fund’s Offering Documents.

Item 6: Performance Fees and Side-by-Side Management

SDSREA does not receive any performance based fees.

Item 7: Types of Clients
SDSREA provides investment advisory services exclusively to private real estate investment
funds and partnerships that are organized as unregistered limited partnerships and/or limited
liability companies sponsored and launched by SDSREA’s principals and their affiliates. All
fund investors are subject to applicable suitability requirements. For its fund clients, the general
partners require that each investor in the funds be an accredited investor as defined in Regulation
D under the U.S. Securities Act of 1933, as amended and/or and may, but is not required to,
require that each investor is a qualified client as defined in Rule 205-3 under the Investment
Advisers Act and/or a qualified purchaser as defined in the Investment Company Act, as
amended.