Black Chamber Partners LLC

Item 5.        Fees and Compensation

Management Fee

During the commitment period, the Funds will pay BlackChamber an annual investment management fee
equal to 1.5% of capital commitments. Subsequent to the earlier to occur of (i) the expiration of the
commitment period, and (ii) the first date on which both a successor fund has been formed and held its
initial closing, the Funds will pay a management fee in the amount of 1.5% per annum of the unreturned
invested capital contributions.

The management fee is deducted directly from the Funds’ assets and is payable quarterly in advance.
BlackChamber may elect to defer receipt of management fees in its sole discretion. In addition,
BlackChamber may reduce the management fee with respect to certain investors and may reduce or
eliminate the management fee with respect to certain affiliates, employees, and such employees’
affiliates.

Development Fee

BlackChamber is a vertically integrated development firm and therefore generally earns a development
fee that is based on a percentage of total costs, including land, of each development subject to rate caps
as disclosed in the governing documents of the Funds. The development fee is typically included in the
final accounting and valuation of the investment.

Incentive Fee

The General Partners may receive an incentive allocation of the net profits on each investment in the
Funds. The incentive fee is charged at 20% of net profits above a preferred return. Detailed incentive
fee information is fully described within the governing documents of the Funds.

Expenses

The Funds will bear all of the respective organizational expenses incurred in the formation of the
respective Funds and the General Partners, as well as the cost of offering of the interests in the respective
Funds, not to exceed an amount specified in the Funds’ respective documents. Any such expenses paid
in excess of $1.5 million in the case of either Fund I or Fund II, will be credited toward the management
fees payable by the Funds to BlackChamber.

The Funds will be responsible for all expenses directly paid or incurred on behalf of the respective Fund,
including but not limited to all fees, costs, and expenses incurred and paid to third parties in connection
with identifying, evaluating, and pursuing, potential investments of the Funds (whether or not
consummated) and of acquiring, making, holding, financing, leasing, renovating, developing,
redeveloping, expanding, managing, monitoring, operating, disposing of, or sellinginvestments of the
respective Fund; travel expenses; costs related to any credit facility; audit, accounting and tax, legal,
insurance, indemnification, litigation, and custodian expenses; fees and expenses of consultants,
advisors, servicers, administrators, and property managers; purchase, sale, leasing, or financing
brokerage commissions; costs and expenses related to the preparation and distribution of reports to
limited partners, including the cost of third party consultants, accountants, or advisors with respect to the
calculation or preparation of the internal rate of return or similar calculations or reports; all third party
expenses associated with internal valuations of the Funds’ assets; fees and costs of bona fide hedging
transactions designed to protect the Funds against adverse movements in currency and/or interest rates
associated with the investments (excluding, for the avoidance of doubt, speculative trading of
derivatives); expenses of registering or qualifying securities held by the Funds for sale, including blue
sky filing fees and printing expenses; costs of actual or threatened litigation or other matters that are the
subject of any indemnified person’s indemnification rights under the partnership agreement; expenses
incurred in connection with the preparation of amendments to the partnership agreement expenses
relating to compliance with regulatory requirements applicable to the Funds and taxes, fees, and other
governmental charges levied against the Funds; and any expenses and costs of winding-up and
liquidating the Funds.

In addition, members of the Advisory Committees, as defined in Item 11, will receive reasonable
reimbursements for their travel related expenses in attending meetings of the Advisory Committees.
Members of the Advisory Committees will also be exculpated from certain liabilities and indemnified for
certain losses incurred as a result of, or in connection with, the affairs of the Funds, as described in the
governing documents.

The ability for investors to withdraw is limited by the terms of the Fund’s governing documents. As such,
investors are responsible for payment of all applicable fees and expenses.

Item 7.         Types of Clients

BlackChamber provides investment advisory services to the Funds: BlackChamber Real Estate
Opportunity Fund, L.P., and BlackChamber Real Estate Opportunity Fund II, L.P., both Delaware limited
partnerships formed for the purposes of making investments in real estate assets.

BlackChamber also advises three co-investment vehicles, BC Co-Invest CTP-I, LP, BC Co-Invest
Paragon Park Lot 3B, LP, and BC Co-Invest Brambleton Tech Park, LP, all of which provide incremental
equity capital for purposes of financing of their respective individual development projects.

The Funds are offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act
and Rule 506 of Regulation D promulgated thereunder and other exemptions of similar import in the laws
of the states and other jurisdictions where the offering is made. In accordance with exemptions available,
the Funds are not registered as investment companies under the Investment Company Act of 1940, as
amended. Each investor must be an “accredited investor” within the meaning of Regulation D unless
otherwise approved by the respective general partner or manager of the Funds, as applicable. Further
qualifications for investment are contained in the governing documents of the Funds.

An investment in the Funds is subject to a prescribed minimum investment amount unless otherwise
waived by the respective general partner. The minimum amounts for the Funds are disclosed in the
offering documents for the Funds. The Funds are closed end funds and investors may not transfer their
interests in the Funds without the express permission of BlackChamber.

Side Letters

The Funds or either of their respective General Partners may enter into separate agreements, commonly
referred to as “side letters,” or other similar agreements with a particular investor in connection with its
admission to the Funds, without the approval of any other investor. This could have the effect of
establishing rights under or supplementing the terms of the Funds’ partnership agreements with respect
to such investor, in a manner more favorable than to other investors. Such rights or terms in any such
side letter or other similar agreement may include, without limitation: (i) reporting obligations, (ii) waiver
of certain confidentiality obligations, (iii) “most favored nation” provisions, (iv) preferential fee terms or (v)
rights or terms requested or necessary in light of particular investment, legal, regulatory or public policy
characteristics of an investor.

Co-Investment Opportunities

To the extent the General Partners reasonably determine in good faith that, due to the size or risk of an
investment, or due to legal, tax, or regulatory considerations, either (i) the Funds are prohibited under its
investment objectives from acquiring all of such investment or (ii) it is desirable for the Funds to make
some but not all of such investment, then the Funds may make such investment to such extent and the
General Partners may, in their sole discretion, provide certain persons, including investors and third

parties, an opportunity to co-invest in such opportunities in amounts and on such terms and conditions,
including with respect to compensation arrangements, as the General Partners determine.

The terms of any co-investment opportunity presented to an investor will be no less favorable to such
investor than the terms of the Funds and shall be set forth and agreed to at the time of each co-
investment. For the avoidance of doubt, investors shall have no obligation to make any co-investments
and BlackChamber shall have no obligations to offer any co-investments to any investor. BlackChamber
may also make co-investment opportunities available to its officers, directors, and employees, as outlined
in the governing documents of the Funds.