Cornerstone Institutional Growth REIT, Inc.

A performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.

“If the Advisor or a director or Sponsor or any Affiliate thereof provides a substantial amount of the services in the effort to sell the property of the Corporation, that Person may receive an amount up to 3% of the sales price of such property or properties; provided, however, that the amount paid when added to all other real estate commissions paid to unaffiliated parties in connection with such sale shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to 6% of the sales price of such property or properties.”

Section 10.1(b) repeatedly grants powers to 'the Conflicts Committee', a term never defined anywhere in the charter; the body established and used throughout (including in Section 10.1(a) immediately above) is the 'Independent Directors Committee', creating ambiguity about which committee may create subcommittees and delegate powers.

“The Conflicts Committee may create a subcommittee of the Conflicts Committee and delegate to the subcommittee any of the powers of the Conflicts Committee. The members of any such subcommittee shall serve at the pleasure of the Conflicts Committee.”

Section 5.8(c) leaves the Form S-11 registration statement number blank ('No. 333- '), an unfilled template field; the very same reference is fully populated as 'No. 333-126087' in the certificate legend on page 14, confirming the page-6 blank was never completed.

“set forth in the Corporation's Registration Statement (No. 333- ) on Form S-11 as such registration statement has been amended or supplemented”

The offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.

The offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.