Alcion Ventures Limited Partnership

Item 5. Fees and Compensation

How Alcion is compensated for advisory services. The specific terms for the compensation of
Alcion by each Fund are dictated by the Fund’s charter documents, offering documents, and
management agreements. Each Fund generally pays an annual management fee (the “Management
Fee”). A Fund’s Management Fee will commence either on the date that the Fund acquires its first
real estate investment, on the date a Fund holds its initial closing for investors, or the day following
a previous Fund (or Parallel Fund Group, as further described in Item 10) investment period ends,
depending on the terms of the specific Fund. The Management Fee is based on a percentage of
assets invested in or committed to a Fund by its investors, depending on the stage of investment of
the Fund, as specified in the Fund’s offering documents. During a Fund’s investment period, the
Management Fee is based on the aggregate amount of the Fund’s commitments from its investors,
and after the investment period has ended, the Management Fee is based on the amount invested or
committed to the investments in accordance with the terms of the applicable Fund’s offering
documents. The Management Fee percentage for Alcion’s services to the Funds ranges from 1%
to 1.5% and is set forth in each Fund’s offering documents. Alcion’s annual compensation for
services to its co-investment vehicles and institutional clients is generally 0.75% of the capital
committed by the client, as more fully set forth in the investment management agreement. The
Management Fees payable by the Funds are non-negotiable, and the fees for co- investment
vehicles and institutional clients are generally negotiated when Alcion enters into the investment
management agreements.

The general partner of each Fund or co-investment vehicle, which is always an affiliate of Alcion,
is also entitled to receive incentive distributions of the investment proceeds from the Funds or co-
investment vehicle, subject to certain conditions, such as the prior return of capital to Fund or co-
investment vehicle investors and prior payment to Fund or co-investment vehicle investors of a
certain rate of return on invested capital. Proceeds available for distribution will consist principally
of cash generated from continuing operations of the asset or assets owned by a Fund or co-
investment vehicle and the cash proceeds realized from the sale or refinancing of Fund or co-
investment vehicle assets. These incentive distributions are referred to as the “Carried Interest.”
A Carried Interest is charged in compliance with Rule 205-3 under the Investment Advisers Act
of 1940, as amended, and is non-negotiable.

Deduction of fees from invested assets/billing. Alcion’s compensation is deducted from the
assets of each Fund. Management Fees are paid quarterly at the beginning of each calendar quarter.
For any Accounts in which fees are not deducted, Alcion will invoice or call capital from the client
for the fee incurred, which is payable on the first day of each calendar quarter.

Other types of fees or expenses. Each Fund pays all offering and organizational expenses
incurred in the formation of the Fund and related entities up to a certain maximum limit set forth
in the Fund’s offering documents. Each Fund generally pays all expenses related to its activities,
including all costs related to the purchase, financing, sale (whether or not consummated),
construction, repair and maintenance, and disposition of investments; travel expenses (including
lodging and meals); custodian fees, legal, auditing, tax, leasing fees, carrying, financing,

development, construction, printing, and accounting fees; investor reporting and accounting
software; insurance; litigation expenses; third-party consultants; brokerage fees and commissions,
indemnification expenses, insurance related expenses, expenses relating to meetings of the
Partners and the advisory boards of the Funds, and any other operating expenses of the Fund. In
pursuit of its investment objective, a Fund may incur and pay fees or expenses to independent third
parties, such as real estate brokers and agents, engineers, construction contractors, property
managers, accountants, custodians, attorneys, and expenses of sub-partnerships and other entities
through which a Fund holds interests in real estate.

Co-investment vehicles pay all organizational expenses incurred in the formation of the vehicle
and related entities, including fees, costs and expenses of all related documentation in connection
with admission of limited partners. In addition, the co-investment vehicles may incur annual audit,
tax preparation, filing, and insurance fees.

In addition, the Funds and Accounts investments utilize third party operating partners and may
incur costs of managing the underlying investments, including property management fees, leasing
fees, development fees, construction administration fees, supervisory fees, or leasing fees.
Additionally, the operating partners may earn an incentive allocation fee payable by the Fund or
Account, if certain return thresholds are met, as outlined in the respective joint venture agreements.

Payment of fees in advance. In the event that an investment advisory agreement with Alcion
terminates during a quarter where the Management Fee or, in the case of the institutional client,
the advisory fees are paid in advance, Alcion would pro rate such fee and reimburse the portion of
such fee covering the remainder of the quarter (i.e., from the date of termination to the end of the
quarter).

Fees During Wind-Down. For Funds that are in their post-investment or liquidation phase, the
Management Fee is typically based on invested capital, net asset value, or other reduced fee bases,
as specified in the applicable Fund documents. As assets are realized and distributed, the
Management Fee generally decreases over time. In certain cases, the Management Fee may be
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Item 7. Types of Clients

 Alcion provides investment advice primarily to the Funds, which are privately offered pooled
 investment vehicles. Investors in the Funds include United States and non-United States pension
 plans, endowments, foundations, trusts, family offices, funds of funds, and private individuals.
 Alcion may also provide advisory services to co-investment vehicles and institutional clients.