PROCESO DE DESARROLLO ONTOLÓGICO

the Operating Period and the Liquidation Period, we will pay our Investment Manager a management fee in an amount equal to the greater of (i) 2.5% per annum of the aggregate offering proceeds, or (ii) $125,000, payable monthly, until such time as an

Entity Receiving Compensation Type of Compensation Estimated Amount

amount equal to at least 15% of our limited partners’ capital contributions has been returned to them, after which we will pay our Investment Manager a monthly management fee equal to 100% of the management fee as initially calculated above, less 1% for each additional 1% of our limited partners’ capital contributions returned to them, such amounts to be measured on the last day of each month, such that, for example, after the return of 16% of our limited partners’ capital contributions, we will pay our Investment Manager a monthly management fee equal to 99% of the management fee payable as initially calculated above. In determining the Management Fees, amounts payable in respect of the 8% per annum cumulative return (including our targeted distributions of 6.5% annually) shall not be considered a return of our limited partners’ capital contributions regardless of when received or the tax treatment attributable to such amounts. The amount of the Management Fee payable in any year will be reduced for that year to the extent it would otherwise exceed the maximum amount of fees that are permissible under the NASAA Guidelines. The Management Fee will be paid for services rendered by our Investment Manager and its affiliates in determining portfolio and investment strategies and generally managing or supervising the management of the investment portfolio. Our Investment Manager will supervise performance of all management activities, including, among other activities:

• the acquisition and financing of the investment portfolio and the collection of lease and

The total amount of the

Management Fee to be paid each month cannot be determined because it is based on the aggregate offering proceeds.

Entity Receiving Compensation Type of Compensation Estimated Amount

General Partner and affiliates

• monitoring compliance by lessees and other counterparties with their contract terms;

• assuring that investment assets are used in accordance with all operative contractual arrangements;

• paying operating expenses and arranging for necessary maintenance and repair of equipment and property in the event a lessee fails to do so; • monitoring property, sales and

use tax compliance;

• originating and servicing our investment portfolio; and • preparation of operating

financial data (excluding financial statements and tax matters).

Reimbursement of Operating and Administrative Expenses. We may reimburse our General Partner, our Investment Manager and their affiliates for expenses they pay on our behalf. These reimbursements will include:

• the actual cost to our General Partner, our Investment Manager or their affiliates of services, goods and materials used for and by us and obtained from unaffiliated parties; and

• the cost of administrative services provided by our General Partner, our Investment Manager and their affiliates and necessary or prudent for our operation, provided that reimbursement for administrative services will be at the lower of (i) the actual cost of such services, or (ii) the amount that we would be required to pay to independent parties for comparable

The total amount of operating and administrative expenses cannot be determined at this time.

Entity Receiving Compensation Type of Compensation Estimated Amount

We estimate that the maximum aggregate front-end fees to be paid, assuming that we sell the maximum number of units (200,000 units) in this offering, will be $20,650,000.

Defined Terms Used in the “Management Compensation” Section

Definitions of certain capitalized terms used in the foregoing “Management Compensation” section are as follows. Capitalized terms used in the defined terms below are defined in the “Glossary” section of this prospectus beginning on page 120.

“Distributable Cash” means Cash Flow plus any amounts released from Reserves by our General Partner, less amounts allocated to Reserves by our General Partner.

“Promotional Interest” means the allocable share of all Distributable Cash payable to our General Partner pursuant to Sections 11.1(b)(i) and 11.1(b)(ii) of our partnership agreement.

General Partner and affiliates Distributions and Promotional Interest. Our General Partner will initially have a Promotional Interest in us equal to 1% of all distributed Distributable Cash. Our General Partner will have a Promotional Interest in us equal to 20% of all distributed Distributable Cash after we have provided a return to our limited partners of their respective capital contributions plus an 8% per annum, compounded annually, cumulative return on their capital contributions. Our General Partner will not contribute any cash to us in return for such 20% Promotional Interest. The amount of the

Promotional Interest payable in any year will be reduced for that year to the extent it would otherwise exceed the maximum amount of fees that are permissible under the NASAA Guidelines.

The total amount of distributions and Promotional Interest cannot be determined because it will depend upon the amount by which our income from operations and from the disposition of investments exceeds our expenses as well as whether the required investor return has been achieved.

Entity Receiving Compensation Type of Compensation Estimated Amount