Silverpeak Real Estate Partners LP

Item 5. Fees and Compensation:

             (A)     Generally: Fees are negotiated with each Client and Silverpeak is
                     permitted to exempt certain investors in the Funds from payment of
                     all or a portion of Management Fees. Circumstances considered
                     when negotiating fees may include, without limitation, customary
                     market rates, specialized guidelines, and other performance
                     (incentive fee) arrangements with the Client. The Funds generally
                     invest on a long-term basis. Accordingly, Management Fees and
                     other fees are expected to be paid, except as otherwise described
                     in the relevant Fund’s governing documents, over the term of the
                     relevant Fund, and investors generally are not permitted to
                     withdraw or redeem interests in the Funds. Principals or other current
                     or former employees of Silverpeak generally receive salaries and
                     other compensation derived from, and in certain cases including a
                     portion of, the Management Fee, Performance Fees (as defined
                     below) or other compensation received by Silverpeak or its
                     affiliates.

             (B)     Payment of Fees: Management Fees: The Named Investment
                     Adviser provides certain services to its Clients, which generally
                     include the origination and evaluation of investment opportunities,
                     the    structuring   of    investment    transactions,   investment
                     recommendations, investment monitoring, advice on investment
                     realizations, and performs certain administrative services. In return
                     for providing such services, the Named Investment Adviser is entitled
                     to receive a Management Fee, which is due semi-annually in
                     advance. Investors in a Fund also bear certain expenses as
                     described below.

      As set forth in the governing documents applicable to each
      respective Fund entity, during the Commitment Period,
      Management Fees typically range from 1.00% to 2.00% of the
      amount of the partners’ Capital Commitments. After the expiration
      of the Commitment Period, the Management Fees typically range
      from 1.00% to 2.00% of the partners’ unreturned Capital
      Contributions. Management Fee rates differ amongst partners
      based on investor class and commitment amount.

      SP SMAs generally pay the Relying Investment Adviser negotiated
      rates for Management Fees.

(C)   Additional Fees and Expenses: In addition to amounts Clients pay to
      an Investment Adviser and/or the General Partners noted above
      and in Item 6, the following is a list of expenses that are typically
      borne by the Clients. This list is not intended to be exhaustive; Clients
      are advised to review the applicable governing documents for the
      specific entity in which they are invested: (i) legal fees, audit fees,
      accounting fees, insurance costs, taxes and filing fees; (ii) tax
      preparation and tax compliance fees (e.g., FBAR, FACTA, ERISA); (iii)
      travel and entertainment expenses in connection with the activities
      of the Funds; (iv) research-related expenses, including subscriptions
      and quotation equipment and services; (v) expenses of litigation
      involving the Clients or entities in which the Clients have investments
      and the amount of any judgments or settlements paid in
      connection therewith; (vi) expenses associated with the Investor
      Advisory Committee and investor meetings; (vii) expenses related
      to Fund compliance matters and reporting obligations to the extent
      they relate to the Funds’ activities (e.g., Form PF, CFTC filings); (viii)
      expenses incurred in connection with the formation, maintenance
      and operation of special purpose vehicles through which a Fund
      makes, holds or manages investments, including international/non-
      US-based entities (e.g., Luxembourg & Mauritius vehicles); (ix)
      consultant and senior advisor expenses, including expenses related
      to profit-sharing payments due to unaffiliated advisors, consultants
      or operating partners; (x) broken-deal expenses; (xi) expenses
      associated with the preparation of periodic reports and related
      financial and other statements; and (xii) other customary expenses
      related to Client operations.

      In addition, as described more fully in the applicable governing
      documents, certain Clients reimburse the Investment Adviser for
      finance and asset management related services provided by the
      employees/consultants (including the allocation of their
      compensation and overhead) of the Investment Adviser or any of
      its affiliates. The allocation of such reimbursements involves inherent
      conflicts and requires the use of allocation methodologies, which
      are made by the Investment Adviser in a manner that it believes to
      be fair and equitable under the circumstances over time. Such
      methodologies typically involve an estimation of the value of time
      certain personnel spend on a particular Client, but are permitted to

                    include any other reasonable methodology determined to be
                    appropriate by the Investment Adviser.

                    Except for limited instances in which an expense or fee is incurred
                    or charged to one Client in particular, when multiple Clients have
                    made the same investment or utilized the same service, each
                    participating Client will generally share proportionately in the
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Item 7. Types of Clients:

               Silverpeak provides advisory services to investment vehicles as described in
               Item 4 above. As the Funds are not accepting new investors, there is no
               applicable minimum capital commitment to invest in a Partnership. For the
               SP SMAs, individually negotiated minimums are set in the applicable
               governing documents. Silverpeak does not require a certain minimum
               account size to maintain an investment in a Partnership.