Bridge33 Investment Management LLC

Item 5: Fees and Compensation

Item 5.A: Description of Compensation Arrangements

Management Fees

The Firm will perform services for the Funds in connection with the selection and acquisition of the Funds’
investments, and the management and leasing of the Funds’ properties. The Firm (and its management)
will be paid Investment Management Fees and Acquisition Fees for these services, which will reduce the
amount of cash available for investment in properties or distribution to partners. In addition, the Funds
will be responsible for the payment of certain expenses, which may further reduce the amount of cash
available for investment or distribution.

Bridge33 or its affiliates shall be paid an investment management fee at an annual rate equal to 0.75% of
the acquisition value of all investments owned or held by the Funds; provided, the annual rate shall
decrease to 0.5% after the Investment Period for the Funds (the “Investment Management Fee”), with
the specific date of the decrease dependent upon each Fund’s Partnership Agreement.

While management fees are not generally negotiable, the general partner of the Funds has entered into
side letters or similar arrangements that may reduce fees with respect to certain investors.

Carried Interest

The general partner of each Fund is entitled to receive an incentive distribution or “carried interest” in an
amount equal to a specified percentage for each Fund; generally, 20%. The specific percentage and
amount of the incentive distribution or “carried interest” will vary depending on the terms arranged for
each Fund. Generally, Fund investors will receive a stated “preferred return” as described in each Fund’s
offering documents.

Item 5.B: Manner of Fee Payment

Management Fees as described in Item 5.A. shall be paid by the Funds out of distributable proceeds or
capital contributions. The general partner may cause a subsidiary of the Funds to pay all or any portion of
the Investment Management Fee.

Item 5.C: Other Fees Clients May Be Charged

Bridge33 or its affiliates shall be paid an acquisition fee equal to 0.50% of the acquisition value of the
applicable investment (the “Acquisition Fee”) by the Funds in connection with the making of each
investment by the Funds. The general partner may cause a subsidiary of the Funds to pay all or any portion
of the Acquisition Fee. The Acquisition Fee may be paid out of distributable proceeds, excess proceeds of
the applicable acquisition facility or capital contributions. The Acquisition Fee shall be paid upon the
closing of each investment by the Funds.

The Funds will pay or reimburse the general partner or any affiliate any expenses which are incurred by
the Firm on behalf of the Funds, consistent with the terms of the Fund’s governing documents. For
example, each Fund will pay all costs and expenses relating to the Fund’s activities, including the
management fee, legal, auditing, consulting, compliance, and accounting expenses (including expenses
associated with the preparation of Fund financial statements, tax returns and Schedule K-1s), and limited
partner annual meetings (if any), insurance and other expenses associated with the acquisition, holding
and disposition of its investments, all third-party expenses in connection with transactions not
consummated, and extraordinary expenses (such as litigation).

The Funds and the club deals of Bridge33 Capital LLC (the principal owner of Bridge33) will also pay or
reimburse the general partner or an affiliate, with respect to a Fund, or the managing member, with
respect to a club deal, certain technological fees and expenses, including, but not limited to, expenses
associated with data service providers, modeling software, operational support, information technology
infrastructure, and accounting software. Each Fund and club deal will pay its pro rata share of such
technological fees and expenses on the basis of committed capital. Because the allocation of such
expenses is based on committed capital, it is possible that a Fund or club deal will pay more for a
technological service than another Fund or club deal which uses the service more frequently; however,
Bridge33 will treat all Funds and club deals, including any future investment vehicles formed, in a manner
consistent with each Fund’s Partnership Agreement.

Additionally, the Funds and any other clients, including but not limited to any club deals of Bridge33
Capital LLC (the principal owner of Bridge33), pay or reimburse Bridge33 Capital LLC for a portion of the
compensation of the Chief Legal Officer (the “CLO”) and one or more attorneys or paralegals (each, an
“attorney” or “paralegal” and together with the CLO, the “legal department”) to Bridge33 Capital LLC, the
Funds, and their affiliates. The legal department’s compensation is allocated to specific properties/entities
based on the time each member of the legal department spends working for each entity in a given month,
which is reflected as a percentage of total time in invoices prepared by members of the legal department
on a monthly basis. The general partner of the Funds reviews the allocations of the legal department’s
time on an ongoing basis and believes them to be fair and reasonable given the services provided by the
legal department. If any questions were to arise regarding the allocations, the general partner would
address them with the Chief Compliance Officer or the CLO as needed. The general partner believes the
amounts paid by each Fund and any other clients of Bridge33 and Bridge33 Capital LLC with respect to the
legal department’s time are consistent with market rates. Any portion of the legal department’s
compensation not paid by the Funds and other clients of Bridge33 and Bridge33 Capital LLC is paid by
Bridge33 Capital LLC.

The general partner typically retains an affiliate, B33 Services LLC, for property management and leasing
...

Item 7: Types of Clients

Bridge33 serves as the investment manager to the Funds. The Funds advised by Bridge33 are exempt from
registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”)
pursuant to Section 3(c)(1) or Section 3(c)(7) of such act. Investors in the Funds are required to represent
that they meet the requirements of an “accredited investor” as such term is defined in Rule 501 of
Regulation D of the Securities Act of 1933, as amended and, if applicable, that they meet the requirements
of a “qualified client” or a “qualified purchaser” as such terms are defined in the Investment Company
Act.