Berkadia Capital Advisors LLC

Item 5 – Fees and Compensation
Berkadia Capital Advisors’ Clients (and, indirectly, investors in those Clients) are subject to a
variety of fees and expenses, as described in more detail in each Client’ Governing Documents.
In addition, certain Berkadia Group Benefits will inure to Berkadia Capital Advisors or other
Berkadia Group companies in connection with services provided to borrowers, a Client or a
Berkadia Group Customer that relate to the Bridge Loans or otherwise are related to a Client’s
investments or operations. In some cases, as discussed below, these are borne by Clients and, as
discussed in Item 10, even where not borne by a Client, the possibility to increase Berkadia Group
Benefits represents a conflict of interest for Berkadia Capital Advisors.

Advisory and Management Fees

Fees are separately established for each Client on an individualized basis and set forth and
described in the Client’s Governing Documents. In some cases, Berkadia Capital Advisors can
charge different fees to different investors in a Client.

Berkadia Capital Advisors will not always charge management fees for its advisory services.
Where present, management fees are generally be calculated pursuant to an agreed upon
formula as set forth in the Client’s Governing Documents, which can be based on a percentage
of the aggregate amount of capital committed to a Client, the value of investments made and to
be made by a Client or on such other basis as is agreed. Payment terms for each Client are as
agreed and set forth in the Client’s Governing Documents. Currently, Berkadia Capital Advisors
does not anticipate charging performance-based or other incentive fees or carried interest but
does expect that one or more Berkadia Group companies will take economic interests in one or
more Clients, generally through a Client’s limited partner or non-managing member (or through
a similar interest for Clients using another form of organization). In some cases, Berkadia Capital
Advisors can waive fees for investment advisory services for so long as Berkadia Group
Companies continue to provide administrative, loan servicing or other services to the Client, or
will have a right to charge such a fee in its discretion, or if such Berkadia Group Companies no
longer provide such services to the Client.

Berkadia Capital Advisors has an incentive to favor Clients in which it has relatively greater
pecuniary interests over Clients in which it has a relatively smaller (or no) pecuniary interest.

Other Costs and Expenses

In addition to (and irrespective of) any fees paid to Berkadia Capital Advisors in respect of
management services, Clients bear a variety of costs and expenses associated with investing in,
holding or selling Bridge Loans and/or operating and administering the Client. The actual costs
and expenses that each Client bears are specific to each Client and, in each case, subject to the
Client’s Governing Documents. However, it is expected that each Client bears its proportionate
share of costs and expenses for services provided by one or more Berkadia Group companies
(including Berkadia Capital Advisors). In some cases, these costs and expenses will represent or
include reasonably estimated allocations of overhead incurred in the course of providing the
services in question. Among the services that are provided by Berkadia Capital Advisors or other
companies within the Berkadia Group are: loan origination; underwriting; closing; servicing; and
operational and administrative support. Depending on the nature of the service and the terms
of the related Bridge Loan, Clients bear costs and expenses associated with certain of these
services; while costs and expenses for other services provided are borne by another Berkadia
Group Customer (e.g., the borrower). If agreed in a Client’s Governing Documents, a portion of
certain fees (e.g., origination fees) paid by Berkadia Group Customers will be shared with the
Client – however, not all Clients will have such arrangements and any differential sharing
arrangements with respect to Clients could create an incentive for Berkadia Capital Advisors or
another company within the Berkadia Group to favor investments related to a Client with
arrangements where no, or a lesser percentage of, fees must be shared over other Clients’
investments.

Even where Clients do not bear such expenses, the provision of services by Berkadia Capital
Advisors or other Berkadia Group companies in relation to the Bridge Loans or underlying
properties gives rise to conflicts of interest, to the extent that Berkadia Capital Advisors has the
authority to select (or influence the selection of) a Berkadia Group company to provide a service.
While Berkadia Capital Advisors seeks to select (or recommend) service providers that it believes
would be in the best interests of each Client and to negotiate or charge reasonable rates for
services provided by itself or an affiliate, the cost of a service provided by a Berkadia Group
company is not necessarily the lowest cost or most effective available for such services in the
market. Clients understand that the Berkadia Group also profits by virtue of receiving Berkadia
Group Benefits that are related to the Bridge Loans.

Other general costs and expenses incurred by a Client, by Berkadia Capital Advisors or by another
company within the Berkadia Group in connection with the services provided directly or indirectly
to each investment vehicle that are passed through to, or paid directly by, the Client, can include
(without limitation) costs and expenses incurred in connection with the operation of a Client,
such as audit fees. Relevant costs and expenses for each Client are described in more detail in
that Client’s Governing Documents, but typically include: (i) organizational, offering, legal, filing,
recording, auditing, consulting, administration, accounting, tax, insurance, banking, rating agency
...

Item 7 – Types of Clients
Berkadia Capital Advisors advises investment vehicles (e.g., multi-investor funds, funds of one
and/or separately managed account arrangements) for large institutional investors, such as
insurance companies and sovereign wealth funds. Other members of the Berkadia Group could
also invest in a Client, and it is expected that a Berkadia Group company will serve as the
managing member or general partner of Clients that are multi-investor funds or funds of one.
Where a Berkadia Group company takes an economic interest in a fund or fund-of-one, it is
expected that such interest could be held through the member or limited partner.

Investors in a Client that is a privately placed pooled investment vehicle must meet such
qualification standards, and satisfy any minimum commitment amounts, as are set forth in the
Client’s Governing Documents. Berkadia Capital Advisors could choose to impose minimum
commitment sizes for funds of one and separately managed account arrangements. These will
be disclosed to Clients and Investors in the Governing Documents or otherwise prior to an
investment.