Belay Investment Group LLC

Item 5 – Fees and Compensation

We are compensated through a quarterly asset management fee, payable at the beginning of each quarter,
and profit participation upon the achievement of a certain return threshold as defined in the Vehicles operating
agreements. At Belay's election, asset management fees are paid from the proceeds derived by the real estate
ventures or through capital contributions from the investors.
Expense Allocations:
The Vehicles will also bear and pay all expenses related to the operation of their investment vehicle, including,
without limitation: (i) asset management fees, costs and expenses, incurred in developing, sourcing, due
diligence, negotiating, structuring, monitoring, holding and disposing of, or attempting to dispose of,
investments, including reasonable financing, legal, accounting, due diligence, advisory, travel and
accommodation expenses, consulting fees and expenses in connection therewith; (ii) all reasonable fees and
expenses in developing, sourcing, due diligence, negotiating, and structuring prospective or potential
investments that are not ultimately made (“Broken Deal Expenses”); (iii) the out-of-pocket cost and expenses
incurred in connection with obtaining third-party financing for an investment or a proposed investment that is
not made, including commitment fees that are paid; (iv) other investment costs, fees and expenses actually
incurred in connection with making, holding or disposing of investments; (v) the costs of gathering research
and other information for benefit of Vehicle including information service subscriptions; (vi) the out-of-pocket
costs of developing, implementing or maintaining computer software used for the benefit of the Vehicles; (vii)
fees, costs and expenses of tax advisors, legal counsel, auditors, consultants and other advisors and
professionals and all ordinary out-of-pocket administrative expenses related to the operation, administration,
cancellation or liquidation of the Vehicles; (viii) interest on and fees and expenses arising out of all borrowing
and guarantees made by the Vehicles, including the arranging thereof; (ix) the costs, fees and expenses of any
litigation, including the amount of any judgments or settlements paid in connection with the Vehicles, directors
and officers liability or other insurance and any indemnification or extraordinary expense or liability relating to
the affairs of the Vehicles; (x) expenses of canceling and liquidating the Vehicles; (xi) any taxes, fees or other
governmental charges levied against the Vehicles and all expenses incurred in connection with any tax or
regulatory audit, investigation, settlement, inquiry or review of the Vehicles; (xii) the costs and expenses of the
Advisory Board (“Operating Expenses”).
Sidecar funds, co-investment Vehicle, alternative investment funds and separately managed accounts may or
may not bear their pro rata share of Broken Deal Expenses and as a result, the Vehicles and/or parallel funds
may bear all Broken Deal Expenses. Expenses of a proposed transaction that fails to close (but which is later
closed by other Clients) will generally not be treated as Broken Deal Expenses but as expenses of the later
transaction and will be allocated among Vehicles participating in that later transaction.
Side Letters:
We can enter into formal side letter agreements with investors in the Vehicles. Should we or the General
Partner, as appropriate, determine to accept new investors in our Vehicle at any time in the future, we or the
General Partner may waive or modify the terms of investment for certain large or strategic investors, in side
letters or otherwise, including but not necessarily limited to, a waiver or lowering of Management Fees, a

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waiver or lowering of the Incentive Allocation, providing preferential redemption rights, agreeing to “Key
Person” event provisions or granting “Most Favored Nation” status and/or increased transparency or reporting.
The General Partner of the Vehicles are affiliated with Belay through common ownership and control as well
as shared executive officers. The General Partner of the Vehicles will generally participate in the Vehicles’
investments by investing directly into the Vehicles (also referred to as the “GP Commitment”).
Prospective investors should refer to the appropriate offering and organizational documents for additional
important information, terms, conditions, and risks involved with investing in the Vehicles.

Item 7 – Types of Clients

Belay serves as the investment adviser to private equity real estate funds organized as funds and separately
managed accounts.