Berkshire Property Advisors LLC

Item 5.       Fees and Compensation

      The fee and compensation arrangements between the Adviser and each of its Funds are
      outlined in each Fund’s applicable Governing Documents, and generally are not negotiated
      after those documents are finalized and Investors are admitted, provided, however, that if
      permitted in a Fund’s Governing Documents, the fees applicable to an Investor in such
      Fund may be reduced at the Adviser’s discretion and would be documented accordingly.

      Funds

      Certain Funds pay the Adviser an annual investment management fee, paid quarterly in
      advance or in arrears, based on a percentage of their gross asset value, net asset value, or
      committed and/or invested capital (in each case, as specified in a Fund’s Governing
      Documents). For existing Funds that are subject to such fees, the applicable percentages
      currently range from 0.15% to 1.5%. Fees will be paid out of a Fund’s distributable
      proceeds, operating cash flows, borrowings, or capital contributions from its Investors.

Waivers of investment management fees can also be effectuated through additional income
and distribution allocations to a Fund’s respective investors.

In addition, if provided in a Fund’s Governing Documents, the Adviser’s management fee
for investment management services provided to a Fund may be reduced by, if applicable,
an amount equal to (i) fees and expenses related to placement agents used to sell interests
in a Fund and (ii) organizational and offering expenses in excess of any applicable cap set
forth in a Fund’s Governing Documents.

Currently, certain Funds are organized as limited partnerships with an affiliate of the
Adviser serving as the general partner (each, a “General Partner”). The General Partner of
certain Funds will be entitled to receive distributions of “carried interest” (see Item 6
below) from the applicable Fund. Carried interest distributions generally range up to 20%
of the applicable Fund’s profits after the Fund’s Investors received their applicable
preferred return, if any, and all capital contributions have been returned to the Investors.
Carried interest distributions above the preferred returns will be determined as a percentage
of cash flow above established return thresholds and will vary by each Fund, as provided
in each Fund’s Governing Documents.

At the request of investors, certain Funds have declined to accept fee income related to
specific fee sharing agreements associated with certain investments of such funds. This
fee income includes special servicer fees and loan assumption fees. Such fees would
represent additional income received by the Adviser for additional services we perform
related to a particular investment, outside of the normal income stream. Where Funds have
declined to accept fees, such Funds have authorized the Adviser to collect and accept the
fees.

Investors should review the respective Fund’s Governing Documents for detailed
information with respect to applicable fees.

Valuation

The Funds’ real estate assets are primarily “fair valued.” The Adviser’s Valuation
Committee meets at least quarterly and is comprised of senior personnel at Berkshire. The
Adviser’s valuation process includes the use of internal valuation models and the use of
third-party valuation experts. The Adviser generally performs internal valuations for three
of the four quarters in a year, and a third-party valuation expert is consulted for the
remaining quarter. Valuation methodologies include, among others, real estate appraisals
using the direct capitalization method, discounted cash flow method and/or the sales
comparison method. The Adviser consults with industry peer groups and valuation
consultants and experts and may modify its valuation policies and procedures to
incorporate recent industry best practices.

Other Fees

In addition to the compensation described above, certain Funds pay the Adviser or its
affiliates other fees for services rendered in addition to advisory services, as set forth in a
Fund’s Governing Documents (and subject to applicable caps, if any, included in a Fund’s
Governing Documents). Fees are based on the nature of a particular Fund’s investments
and have included, and may include in the future, special servicing, incentive management,
acquisition, disposition, financing, property management, oversight, construction
management and/or development (or redevelopment) management fees. Certain affiliates
of the Adviser provide Funds with servicing, assumption, and origination services in
connection with the Funds’ investments and will be entitled to receive fees from the third-
party borrowers for such services. The fees are or will be payable to the Adviser or its
affiliates on terms described in a Fund’s Governing Documents or other relevant
documents and will generally be charged at rates that the Adviser considers to be consistent
with fees payable in arm’s length transactions with qualified independent third parties
providing comparable services. The management fees received by the Adviser are not
offset by the fees paid to the Adviser or its affiliates for non-advisory services.

The Adviser generally does not bill the Investors directly for investment management or
other fees. Rather, amounts are deducted from the operating income of the Funds directly,
and the Investors are indirectly charged through corresponding allocations of income and
expense to their capital account balances in the Funds, as applicable. However, in certain
situations the Adviser bills the Investors directly for fees if that has been specified in their
Fund Governing Documents. Similarly, distributions of carried interest to the General
Partner of its affiliates are made from the Funds to which they apply, through periodic
distributions of net cash flows and are allocated to the Investors and reflected in their
capital account balances.
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Item 7.       Types of Clients

      As referenced in Item 4, the Adviser’s advisory clients currently are the Funds. Each Fund
      has different investment objectives and strategies, as set forth in the applicable Governing
      Documents, but in each case are generally related to residential real estate and real estate-
      related investments and employs one or more of the strategies described in Item 8.

      Interests in each of the Funds are offered (or were offered, during a Fund’s applicable
      offering period) to qualified investors in reliance upon an exemption from the registration
      requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Funds
      are not registered under the Investment Company Act of 1940, as amended (the
      “Investment Company Act”), in reliance upon one or more exclusions from the definition
      of “investment company” therein. Certain Berkshire employees can also invest in the Funds
      if they meet the definition of “knowledgeable employee” in Rule 3c-5 of the Investment
      Company Act, or, in the case of certain Funds, if they meet the requirements of an
      “accredited investor” defined in SEC Rule 501(a) of the Securities Act.

      The investors in the Funds include sophisticated investors such as institutional investors,
      pension and profit-sharing plans, endowments, charitable organizations, foundations,
      sovereign wealth funds, funds of funds, financial institutions, trusts, family offices,
      knowledgeable employees and high net worth individuals. Many investors in the Funds
      engage with investment consulting firms to establish a relationship with the Adviser.

      Several of the Adviser’s Funds no longer accept new capital commitments or contributions
      from prospective Investors, and not all Funds had or have minimum capital commitment
      or contribution requirements. Certain Funds have specified minimum capital commitments
      or contributions from their Investors, subject to the right of the General Partner of the
      applicable Fund to accept commitments of lesser amounts.