Sinclair Group LLC

Item 5 – Fees and Compensation

Compensation and Fees: Fee arrangements are negotiated with individual clients and vary by
type and amount depending on the scope of services provided by Sinclair. Sinclair’s clients are
generally required to be “qualified purchasers,” within the meaning of the Investment Company
Act of 1940, as amended, and “qualified clients” within the meaning of Rule 205-3(d) of the
Investment Advisers Act of 1940, as amended.

Clients may pay fees based upon:
    1. a percentage of assets committed to a client’s real estate portfolio,
    2. a percentage of the net asset value of the client’s real estate portfolio, or
    3. the performance of specific services.

In some cases, Sinclair may be compensated using a combination of the methods listed above
and may also be reimbursed for expenses.

How fees are paid: Fees are generally billed to clients quarterly in arrears. If clients were to pay
fees in advance and Sinclair’s engagement were subsequently terminated, the client would be
entitled to be reimbursed promptly for the unearned portion of any fees, but would remain
responsible for fees and any reimbursable expenses incurred prior to termination, or as otherwise
specified under the terms of the relevant contract.

Clients may be responsible for the reimbursement or direct payment of certain expenses such as
travel or legal expenses incurred for the benefit of the client and brokerage / transaction charges
(see Section 12 “Brokerage Practices”). Further, Sinclair’s fees are generally exclusive of fees
charged by any third-party investment manager or property manager, or charges imposed by
custodians, brokers or other third parties.

Neither Sinclair nor any of its supervised persons accept compensation for the sale of securities.
Some or all of the fees received by Sinclair may be paid to Townsend Holdings for the services it
provides to Sinclair and its clients.

Termination of Services:        Sinclair's clients are pooled investment vehicles. Advisory
relationships with such clients generally are not terminable without cause or upon the removal of
the general partner, though such vehicles have finite lives. In certain instances, affiliates of
Sinclair are the general partners of funds that Sinclair advises. A list of such funds is provided in
response to Item 7(B) of Part I of Sinclair’s Form ADV. In such instances, the removal of the
affiliated general partner entity from the fund may result in the effective termination of the

March 2020                                                                                   Page 4

                                                                                 Form ADV Part IIA

investment advisory agreement pursuant to which Sinclair provides investment advisory services
to the relevant fund.

Item 7 – Types of Clients

Sinclair typically provides its investment services to privately offered pooled investment
vehicles. Sinclair generally does not require a minimum account size.

Investment Requirements: The privately offered pooled investment vehicles managed by
Sinclair require investors to qualify as “accredited investors”, within the meaning of the
Securities Act of 1933, as amended, “qualified purchasers,” within the meaning of the
Investment Company Act of 1940, as amended, and “qualified clients” within the meaning of
Rule 205-3(d) of the Investment Advisers Act of 1940, as amended.

This brochure is not an offer to invest in the funds or other products that are managed by
Sinclair.