Banner Oak Capital Partners LP

Fees and Compensation
General

In general, Banner Oak typically receives management fees and expense reimbursements, and in
the case of certain Funds, carried interest distributions and/or acquisition fees or disposition fees,
in connection with advisory services it provides to the Funds, all in accordance with each Fund’s
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.

Management Fees

As described in the applicable Fund’s Governing Documents, the Investors in each Fund (other
than Banner Oak) will pay to the Management Company a management fee (the “Management
Fee”). The Management Fee to be paid by an Investor varies among the Funds and, depending
upon the Fund, is typically based on a percentage of either (a) the Investor’s capital commitment
to the Fund during its investment period, (b) the net asset value of the Investor’s interest in such
Fund’s investments, or (c) the lesser of (1) the net asset value of the Investor’s interest in such
Fund’s investments and (2) the Investor’s aggregate capital contributions to such Funds used to
make investments less (A) in the case of a complete sale or recapitalization of any Fund
investment, the Investor’s capital contributions to such Fund in respect of such investment; (B)
in the case of a partial sale or recapitalization of any Fund investment, an allocable portion of the
Investor’s capital contributions to such Fund in respect of such investment; and (C) the aggregate
capital contributions of the Investor to such Fund in respect of investments that have become
worthless or have been written down, to the extent written off or written down, as applicable.
Management Fees are generally payable quarterly in advance and calculated as of the last
business day of the preceding quarter and, if possible, are paid from cash receipts on hand that
would otherwise constitute net cash flow from investments made. To the extent any such cash
receipts are insufficient for such purposes, the Management Fee will be payable from capital
newly drawn. For certain Funds, the Management Fee calculations described above are made on
an investment-by-investment basis, rather than based upon all Fund investments in the aggregate.

Carried Interest

Under the terms of certain Funds’ Governing Documents, the General Partner of each such Fund
will generally be entitled to receive “carried interest distributions” from the applicable Fund
equal to a share of the profits distributed by the applicable Fund to its Investors, after the
recovery of capital and payment of a specified return thereon. Additional information regarding
these carried interest distributions is provided under “Performance-Based Fees and Side-by-Side
Management” below.

                           BANNER OAK CAPITAL PARTNERS, LP
                               Form ADV, Part 2A Brochure

Acquisition Fees

Under the terms of certain Funds’ Governing Documents, in consideration for services
performed in sourcing and underwriting the real estate investments acquired by each such Fund
(including the initial formulation of the business plan and value creation plan in relation to such
real estate asset investments), the Management Company will be entitled to receive an
acquisition fee at the time of the closing of the acquisition of a real estate asset investment equal
to a percentage of the total approved project costs for such investment, subject to any caps set
forth in the applicable Governing Documents.

Disposition Fees

Under the terms of a certain Fund’s Governing Documents, if the Fund’s limited partner elects to
exercise its option to sell or transfer certain real estate asset investments out of the Fund prior to
August 16, 2028, the Management Company will be entitled to receive a disposition fee at the
time of the closing of such sale or transfer equal to a percentage of the limited partner’s relative
share of the sales price or transfer valuation of the applicable asset, less its outstanding
permanent debt balance (or 50% if none exists), multiplied by the number of years (prorated as
applicable) between the date of sale or transfer and August 16, 2028.

Overhead Expenses

Banner Oak will generally pay all of its own ordinary administrative and overhead expenses,
including office space, office supplies and equipment and compensation and employee benefits
for their employees and back-office expenses incurred with respect to Banner Oak’s regulatory
compliance.

Organizational Expenses

The Funds will generally pay, or will generally reimburse Banner Oak for, the organizational
expenses of the Funds (including reasonable legal expenses of outside counsel to Banner Oak
and reasonable legal expenses for the negotiation of the applicable Governing Documents by
outside counsel to certain Fund Investors, accounting, filing and other expenses) incurred in
connection with the organization of the Funds.

Other Fund Expenses

The Funds will generally pay, or will generally reimburse Banner Oak for, other expenses of the
Funds, as set forth in applicable Governing Documents. Such expenses generally include: (a)
taxes applicable to the Funds on account of their operations; (b) expenses associated with
reporting to Fund Investors (including, without limitation, quarterly and annual financial
statements, tax returns, Schedule K-1s and notices required under the applicable Governing
Documents); (c) expenses incurred by Banner Oak in serving as each Fund’s “partnership
representative” within the meaning of Section 6223 of the Internal Revenue Code of 1986, as
amended; (d) the cost of liability and other insurance premiums, including the cost of naming the

                          BANNER OAK CAPITAL PARTNERS, LP
...

Types of Clients
The Management Company provides management and discretionary investment advisory
services directly to the Funds, subject to the direction and control of the General Partner of each
Fund. In each case, the Management Company does not provide advisory services individually
to the Investors. Investors in the Funds may include, but are not limited to, governmental or
corporate pension funds, university or similar endowments, funds of funds, other institutional
investors, high net worth individuals and foundations.

The Funds may impose a minimum initial investment requirement, which varies from Fund to
Fund. However, Banner Oak may waive any such requirement at its sole discretion. In addition,
the Funds may enter into separate agreements, commonly referred to as “side letters,” with
certain Investors, to provide such Investors with additional or different terms than those
specifically described in the Governing Documents. These side letters primarily relate to laws,
policies and procedures applicable only to specific Investors and not all Investors. However,
under certain circumstances, these side letters could create alternative fee arrangements or
preferences or priorities for such Investors with respect to other Investors.

Investors are typically required to meet certain suitability qualifications as described in the
applicable Fund’s Governing Documents, such as being an “accredited investor” within the
meaning set forth in Rule 501(a) of Regulation D under the Securities Act. Also, Investors will
be 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 applicable Investor suitability criteria are set forth in the respective Fund’s offering
documents and subscription materials, which are furnished to each prospective Investor.

                          BANNER OAK CAPITAL PARTNERS, LP
                              Form ADV, Part 2A Brochure

     Methods of Analysis, Investment Strategies and Risk of Loss
In advising the Funds, Banner Oak seeks to achieve equity returns for the benefit of the Funds
and their Investors by investing in Operating Companies that will source, acquire and manage
real estate assets. The Funds may also invest into real estate assets on a side-by-side basis with
the Operating Companies or directly into real estate assets. There can be no assurance that the
investment objectives of the Funds or any other client of Banner Oak will be realized or that
investments made on behalf of any of the foregoing will result in a return of capital or profits.

General Investment Strategy

The Funds focus on investing in a diversified portfolio of assets with the goal of creating and
enhancing asset value through active management and the generation of recurring annual cash
flow. Banner Oak utilizes a research driven approach, evaluating macroeconomic trends and real
estate fundamentals in targeting its investment strategies. Structures include platform
investments in Operating Companies, co-investments in assets alongside these Operating
Companies and investments into real estate assets on a direct basis. Certain key elements of
Banner Oak’s investment strategy are as follows:

Investment Structure – Operating Company Format. Under the Operating Company investment
format, Funds invest in platforms with experienced management teams, integrated operational
capabilities and expertise in specific product types or geographic locations. Banner Oak believes
that this investment format allows it to leverage the experience and expertise of Operating
Company management in a number of separate real estate investment platforms with resident
local market knowledge and value creation capabilities. These platforms are designed to
generate a pipeline of investment opportunities for the Funds. Each potential operator must
have a demonstrated ability to execute its investment strategies, including as a prior principal of
a comparable platform or a prior executive of a real estate company active in the sectors and
markets being considered for investment. For certain strategies, the operator will need to
understand complex financial structures and be able to invest at different levels in the capital
structure of real estate projects.

Investment Structure – Direct Investing. Certain Funds invest capital alongside Operating
Companies directly into assets that the Operating Companies manage. These capital investments
afford the Funds access to real estate investments sourced and managed by Operating Companies
whom Banner Oak has determined warrant expansion. Certain Funds are designed to develop
assets and sell them when stabilized, while others are designed to develop and hold real estate
assets for longer terms (typically ten years or longer). Such Funds may either acquire existing
assets out of Operating Company portfolios or engage in ground up development of assets
alongside Operating Companies and partially redeem the interests of the Operating Companies in
such assets following stabilization, subject to providing objective pricing mechanisms as
stipulated in the Funds’ Governing Documents. In addition, certain Funds will continue to own
an interest in and invest capital directly into assets alongside an Operating Company following
the sale, transfer or other disposition by the applicable Fund of its investment in the Operating
Company platform.

                          BANNER OAK CAPITAL PARTNERS, LP
                              Form ADV, Part 2A Brochure

Market Focus. Banner Oak targets investments located predominantly in long-term, high-growth
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