Calmwater Asset Management LLC

Item 5 Fees and Compensation
Management Fee:
Fees and compensation are described in the applicable Governing Documents for each Fund.
Calmwater Capital typically receives an asset management fee from Advisory Clients, payable to
Calmwater Capital quarterly in advance, based on a percentage of the capital commitments during the
commitment period and an aggregate net asset value of all investments thereafter. Such fees are
deducted from Advisory Client accounts and are not refundable. This fee is negotiated with and
approved by Investors at the time of fund formation.

Performance-Based Fee payable upon Distribution/Realization of Proceeds:
As described in more detail in Item 6 below, subject to a clawback, an affiliate of Calmwater Capital
receives performance-based profit distributions (commonly referred to as “Carried Interest”) from
Fund III, typically once all capital contributions have been returned to the Investors (pursuant to the
terms of the Governing Documents). An affiliate of Calmwater Capital is entitled to receive carried
interest allocation on the investments of those Funds, respectively, including a “catch-up.” It should be
noted that with respect to certain Investors, Calmwater Capital has individually negotiated the terms of
any performance distributions.

Any new Fund launched by Calmwater Capital may have materially different terms than those
summarized above. It should be noted that the fees paid by the Fund are negotiable by Investors prior
to an investment in the Fund, at the discretion of Calmwater Capital.

Expenses:
Calmwater Capital and its affiliates will generally bear all their respective day-to-day operating and
overhead expenses, including compensation of employees, and any fees paid to, or expenses incurred
by, a placement agent.

Each Fund will bear its own organizational, legal, and offering expenses incurred in its formation,
syndication and closing (“Organizational Expenses”) up to a certain aggregate amount.
Organizational Expenses include, without limitation, travel expenses (at commercial airline rates) and
third-party out-of-pocket expenses of Calmwater Capital and their affiliates and agents in connection
with initial and additional closings, legal fees, and accounting fees. Organizational Expenses more than
a certain threshold (if charged to the Fund) will be offset against management fees.

Each Fund will pay all costs, expenses and liabilities in connection with its operations, and the Fund’s
share of expenses of any parallel funds, such as: fees, costs and expenses related to (i) all third party
out-of-pocket expenses that are incurred (directly or indirectly) in connection with originating,
analyzing, acquiring, holding, working out, managing, servicing, and disposing of any investment
and/or prospective investment, including, without limitation, transaction costs, deal origination fees paid
to brokers, due diligence expenses (including the fees and expenses of specialized consultants,
technical advisors or other experts), fees and expenses of third party lawyers and accountants, fees
and expenses paid to third party agents or other advisors involved in acquiring or selling an
investment, travel expenses (at commercial airline rates) of Calmwater Capital’s and/or its affiliates’
professionals related to investment activities, structuring expenses, database and software, and
research material expense; (ii) expenses of operations and employees relating to any entities owned
directly or indirectly by the Fund and formed primarily to provide the Fund with a benefit relating to tax

and/or structuring issues (including, but not limited to costs and fees such as rent, salaries of such
employees and related administrative expenses); (iii) customary third party out-of-pocket expenses
that are incurred (directly or indirectly) by the Fund, including, without limitation, legal, audit,
accounting, valuation, tax and tax planning, insurance (e.g., “directors and officers” or similar
professional liability insurance procured for the benefit of individuals performing on behalf of the Fund,
any parallel funds or portfolio investments in which the Fund invests, but not insurance policies which
only benefit such individuals in their personal capacity apart from such services being provided),
portfolio valuation expenses (including third party valuation and appraisal fees), all other administrative
and operating expenses of the Fund including without limitation fees paid to administrators, custodians
and other third parties providing administrative, accounting, back office services and/or other similar
services (including, but not limited to, the acquisition or development of software or similar
applications), out-of-pocket expenses associated with holding annual meetings of the Investors, any
costs and expenses relating to the liquidation, termination and winding-up of the Fund, and any related
documentation or filings, and other administrative expenses; (iv) costs associated with all litigation-
related and other indemnification expenses or guaranty expenses, unless such litigation-related
expense was brought against an indemnified person (as defined in the Governing Documents) by an
entity which is an affiliate of the Fund (excluding, for the avoidance of doubt, any additional fund or
feeder fund that may be established to accommodate certain category of investors (“Additional Fund”)
or any parallel fund), at a time when the applicable indemnified person against whom the litigation was
brought is also an entity which is an affiliate; (v) travel (at commercial airline rates) and out-of-pocket
expenses associated with the offering of Interests in the Fund and the Parallel Funds; (vi) reasonable
out-of-pocket expenses of the advisory committee (applicable to certain Funds); (vii) management
fees; and (viii) similar expenses of any Additional Fund or parallel fund.

IT IS CRITICAL THAT INVESTORS REFER TO THE RELEVANT OFFERING AND FUND
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Item 7 Types of Clients
Calmwater Capital provides investment advisory services as described in Item 4 above to pooled

investment vehicles operating as private real estate funds that are exempt from registration under the
Investment Company Act.

The Funds will offer interests only to certain qualified investors who meet qualification requirements
under applicable securities laws and other laws. Admission to the Funds is not open to the general
public.

Calmwater Capital does not have a minimum size for a Fund. Commitment amounts from Investors of
a Fund may be accepted by Calmwater Capital in the discretion of the Fund’s general partner.