Singerman Real Estate Management Company LP

Item 5 - Fees and Compensation

A. The Adviser and its affiliates typically receive compensation from fees based on a percentage
   of capital under management, carried interest distributions and certain other fees or expenses,
   all in accordance with the Governing Documents. Investors should review the relevant
   Governing Documents to fully understand the total amount of fees to be paid by a Fund, and,
   indirectly, by its Investors. See “Performance-Based Fees and Side-by-Side Management”
   below for a further discussion of fees and the potential conflicts of interest they can create.
   See “Brokerage Practices” below for additional information regarding transaction costs.

    Management Fees

    As described in the applicable Fund’s Governing Documents, each Fund will generally pay
    the Adviser an annual management fee (the “Management Fee”) for services provided by the
    Adviser to the Fund. While Management Fee terms may differ from Fund to Fund,
    Management Fees are typically paid quarterly in advance equal to a percentage of up to two
    percent (2%) of a Fund’s aggregate capital commitments during the Fund’s commitment
    period (the “Commitment Period”) or, if earlier, until Management Fees begin to accrue for a
    subsequent Fund. Thereafter, through the termination of the Fund, the Management Fee will
    equal a percentage of up to two percent (2%) of the difference between (i) the Fund’s capital
    contributions applied toward investments and the allocable share of amounts committed by
    the Fund’s General Partner to be drawn for investments less (ii) the Fund’s investment-related
    capital contributions that are attributable to investments that have been sold off or completely
    written off; provided that the Adviser may in its sole discretion reduce the Management Fee
    for a Fund’s investment related capital contributions that are attributable to one or more
    investments for which there has been a material partial sale. Management Fees are generally
    billed directly to Investors on quarterly basis but may be paid out of a Fund’s current income
    and investment proceeds as well as through drawdowns of capital commitments from
    Investors.

    The Management Fee will generally be reduced by: (i) one hundred percent (100%) of any
    directors’ fees, financial consulting fees or advisory fees earned by the Adviser or its
    affiliates with respect to any investment; (ii) one hundred percent (100%) of any transaction
    fees paid to the Adviser or its affiliates with respect to any investment; and (iii) one hundred
    percent (100%) of any breakup fees with respect to transactions of the Fund not completed
    that are paid to the Adviser or its affiliates (collectively, “Transaction Fees”).

    Carried Interest Distributions

    Generally, a Carry Entity, which is a special limited partner in a Fund that is affiliated with
    the Adviser and the General Partner of the Fund, will be entitled to receive distributions in the
    form of a Carried Interest (as defined below) out of the net proceeds from the operation and
    disposition and refinancing of investments of the Funds (“Distributable Proceeds”). While
    the Carried Interest and preferred return may differ from Fund to Fund, the Funds generally
    employ “total return” or “European style” distribution waterfalls whereby Distributable
    Proceeds are generally apportioned among Investors in accordance with their respective
    percentage interests in the applicable investment and are then distributed to Investors, and the
    Carry Entity, in the following order of priority:

   (i) first, one hundred percent (100%) to an Investor until the cumulative amount distributed
       to the Investor pursuant to this clause (i) equals the sum of the Investor’s aggregate
       capital contributions and Management Fee payments;

   (ii) second, one hundred percent (100%) to the Investor until the cumulative amount
        distributed to the Investor pursuant to clauses (ii) through (iv) equals a nine percent (9%)
        per annum preferred return, compounded annually, on the sum of the Investor’s aggregate
        capital contributions and Management Fee payments;

   (iii) third, fifty percent (50%) to the Investor and fifty percent (50%) to the Carry Entity until
         the cumulative distributions to the Carry Entity with respect to the Investor equals a
         predetermined percentage for the Investor of up to thirty percent (30%) (the “Applicable
         Carry Percentage”) of the total amount distributed to the Investor and the Carry Entity
         pursuant to clauses (ii) through (iv); and

   (iv) thereafter, the Applicable Carry Percentage to the Carry Entity and the balance to the
        Investor (distributions under clause (iii) and this clause (iv) are referred to as the “Carried
        Interest”).

   Upon the final liquidation of a Fund and distribution of its remaining assets, the Carry Entity
   may be required to restore funds to the Fund for distribution to the Investors (up to the
   amount of its cumulative net after-tax Carried Interest) to the extent, if any, that the amount
   previously distributed to the Carry Entity as its Carried Interest exceeds the aggregate amount
   due to the Carry Entity as its Carried Interest on a cumulative basis.

   Side Letters

   Each General Partner may enter into a side letter or similar agreement (“Side Letters”) with
   one or more Investors in the Funds that has the effect of establishing or otherwise benefiting
   the Investor in a manner more favorable that the rights and benefits under the applicable
   Governing Documents. These more favorable rights and benefits may include payment of
   Management Fees or Carried Interest at lower rates than other Investors in the same Fund.

B. As noted above, Management Fees are generally billed directly to Investors on quarterly basis
...

Item 7 - Types of Clients

The Adviser provides investment advisory services on a discretionary basis to the Funds, which
are private equity collective investment vehicles that focus on investing in real estate private
equity transactions.

The minimum commitment for an Investor in a Fund is generally $500,000. However, a Fund’s
General Partner generally has discretion to accept less than the minimum threshold as set forth in
the applicable Governing Documents.

Investors in a Fund are required to complete and submit a subscription agreement binding them to
the terms of the Fund’s Governing Documents. In addition, as noted above under “Fees and
Compensation,” a Fund may enter into Side Letters with one or more Investors that has the effect
of establishing or otherwise benefiting such Investor in a manner more favorable than the rights
and benefits under the applicable Governing Documents. In addition, the Side Letters may
address laws, policies and procedures only applicable to specific Investors and not all Investors.

Investors are typically required to meet certain suitability qualifications as described in the
applicable Governing Documents, such as being an “accredited investor”, as defined in Rule
501(a) of Regulation D under the Securities Act of 1933, as amended. Also, Investors are
generally required to make certain representations when investing in a Fund, including, but not
limited to, that (i) they are acquiring an interest for their own account, (ii) they received or had
access to all information they deem relevant to evaluate the merits and risks of the prospective
investment and (iii) they have the ability to bear the economic risk of an investment in the Fund.
Details concerning the applicable Investor suitability criteria are set forth in the respective Fund’s
Governing Documents and subscription materials, which are furnished to each prospective
Investor.