AJ Capital Management LLC

ITEM 5 —FEES AND COMPENSATION

       In general, AJ Capital or its affiliate receives a management fee and a carried interest in
connection with the provision of advisory services provided to its Funds. AJ Capital or its affiliates
also receive additional compensation in connection with management and other services
performed for portfolio investments, and a Fund’s share of such additional compensation (not
including any Services Fees, as defined herein) generally will offset in whole or in part the
Management Fees (as defined below) otherwise payable to AJ Capital. Investors in a Fund also
bear certain expenses.

Management Fees

        Generally, each of the Funds pay AJ Capital a management fee (the “Management Fee”)
equal to 2.0% on an annual basis of aggregate investor capital commitments (“Commitments”) to
the applicable Fund, either deducted from the Funds quarterly in advance or monthly in advance,
as further described in each Fund’s Governing Documents. The aggregate annual Management
Fee of 2.0% of Commitments may be structured as a partial payment from limited partners of a
Fund, from a Fund directly and/or from vehicles (e.g., a subsidiary REIT) through which a Fund
invests or some combination thereof, as further described in each Partnership Agreement. For
certain Funds, investors participating in a closing after the initial closing generally bear the

Management Fee from the initial closing date, generally in addition to an interest component. For
certain Funds, upon a date specified in the Governing Documents (the “Stepdown Date”) the
Management Fee will equal 2.0% of aggregate funded Commitments (including capital committed
to a Fund investment, whether or not drawn down), as reduced by permanent write-offs and
distributions constituting returns of capital under the applicable Partnership Agreement. The
Management Fee will be payable until the dissolution of a Fund or until AJ Capital’s relationship
with the Fund is terminated for other reasons (as described in the relevant Partnership Agreement).
Any refund or adjustment upon such termination will be determined based on the terms of the
relevant Partnership Agreement. Installments of the Management Fee payable for any period other
than a full three-month period are adjusted on a pro rata basis according to the actual number of
days in such period. Where the Governing Documents calculate Management Fees based on the
amount of Commitments or the amount of funded Commitments (as more fully described above),
the amount of Management Fees generally will not be reduced based on reductions in investment
value, except where specified by the relevant Governing Documents. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with investors.
A Fund or AJ Capital generally enters into side letters or other similar agreements with certain
investors that have the effect of establishing rights, including a reduction, with respect to
Management Fees.

        As is generally the case in private funds, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. As further specified in the Governing Documents, from the effective
date of the relevant Fund until the Stepdown Date, Management Fees generally will be charged
based on a formula tied to the amount of the relevant Fund’s aggregate Commitments. Further,
after the Stepdown Date, Management Fees generally will be charged and calculated based on a
formula tied to the amount of investment contributions (including, where applicable, a Fund
borrowing component (including interest expenses) and the amount of any capitalized Special Fees
(as defined below) or expenses) made by the relevant Fund relating to the Fund’s aggregate
investment(s) in its portfolio investments that have not been realized, permanently written down
or completely written off and abandoned (such investments, “Impaired Value Investments”).
Due to differences in the criteria set forth in their respective Governing Documents, in the event
where more than one Fund participates in an investment, there is the possibility that an investment
will become an Impaired Value Investment for purposes of one Fund’s Governing Documents but
not those of one or more other Funds.

        Under the Governing Documents, where the fair market value of an investment exceeds
the total amount of investment contributions relating to such investment, post-Stepdown Date
Management Fees will not be calculated based upon such appreciated value, and will instead
continue to be calculated based on the amount of applicable investment contributions. Conversely,
the Governing Documents do not require Management Fees to be reduced or refunded following
the occurrence of a writedown, decrease (including a significant decrease) in fair value or other
event not constituting a complete realization, such as a partial sale or disposition, reorganization,
recapitalization (including recapitalizations involving dividends), roll-over investment in
connection with a sale or dividend distribution, except in the case of investments meeting the
relevant Impaired Value Investment standard under the Governing Documents. For the avoidance

of doubt, following the Stepdown Date, if the fair market value of an Impaired Value Investment
is less than the total amount of investment contributions relating to such Impaired Value
Investment, then the amount of Management Fees otherwise payable relating to such investment
will be reduced solely based on the ratio of the fair market value of each relevant remaining
investment(s) as compared against the amount of total investment contributions relating to such
investment(s).

        As a result, and as is generally the case for private funds, the amount of Management Fees
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ITEM 7 —TYPES OF CLIENTS

         AJ Capital provides investment advice to the Funds. The Funds may include investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended. The investors
participating in Funds may include individuals, banks or thrift institutions, other investment
entities, university endowments, sovereign wealth funds, family offices, pension and profit-sharing
plans, trusts, estates, endowments, charitable organizations, corporations or other business and
investment entities and often include, directly or indirectly, personnel of AJ Capital and its
affiliates and members of their families and other Service Providers retained by AJ Capital or a
Fund, as well as executives of portfolio investments.

      AJ Capital generally has a required a minimum investment amount for certain Funds.
However, AJ Capital reserves the right, in its sole discretion, to waive such minimum investment
amounts.