DXD SS Fund Management LLC

Item 5. Fees and Compensation

DXD Capital is generally compensated for advisory services to the Funds based on a percentage
of assets under management and other project-based amounts. Compensation terms for Joint
Ventures and Co-Investments are negotiated with the participating Investors and generally differ
from the arrangements applicable to the Funds.

Management Fee

The specific terms of such arrangements are set forth in the Governing Documents of the
respective Funds. Each Investor in a Fund generally pays DXD Capital an annual advisory fee
(“Management Fee”) equal to a percentage of the capital commitments during its specified
investment period. Following the end of the investment period, each Fund’s Management Fee is
equal to a percentage of the Fund’s invested capital. Certain Investors may receive a reduced
Management Fee based on the size of their capital commitments.

The Manager has waived or reduced the Management Fee for certain Investors and may in the
future agree with other Investors or prospective investors to waive, reduce or otherwise alter the
Management Fee. The Management Fee charged by any Fund will be reduced by all or a portion
of any origination, transaction, break-up or similar fees that may be received as described in the
relevant Governing Documents.

Each Fund’s Management Fee is payable quarterly in arrears from drawdowns of the Investors’
unfunded capital commitments or by withholding the amount of such fee from the investment
proceeds that would otherwise be distributable to the Investors.

Other Fees

In connection with the Clients and their investments, a General Partner and its affiliates may
receive and retain, in addition to the Management Fee, acquisition fees based on total
development cost, project development fees based on project costs, construction management
fees based project hard costs as determined by current market rates, asset management fees

based on the annual effective gross revenue of an investment; and for investments in which a
General Partner or its affiliates provide property management services, a property management
fee generally based on gross rental receipts. Such fees received by affiliates of the Adviser will
not reduce or offset against Management Fees. Prospective and existing Investors in Clients or
potential Clients managed by DXD Capital are advised to review the applicable Governing
Documents for a more extensive description of the fees associated with the respective
investment vehicle. In the event the Adviser or an affiliate receives transaction-based fees (e.g.,
acquisition fees), that are capitalized into the cost basis of an investment, such amounts will
increase the investment’s cost basis and, as a result, may increase the Management Fees
calculated on that basis.

A General Partner or its affiliate may elect to share such fees, in whole or in part, with the project
development partner affiliated with an investment. A General Partner and its affiliates, may, in
their sole discretion, elect to contribute any of the foregoing fees as deemed equity in Joint
Ventures (i.e., receive capital account credit in lieu of cash payment of the fees).

The Clients may, subject to the discretion of the applicable General Partner, Managing Member,
or affiliates, retain third parties for property management, leasing, asset management,
construction management, and development services (which will not be duplicative of the
management services provided by the Manager discussed above) and pay such unaffiliated
parties market rate fees and expenses for such services. The fees for such services and the terms
of the agreements to provide such services will be consistent with the fees and terms generally
available in the market and subject to periodic review.

Expenses

The Manager will bear the ordinary day-to-day expenses incidental to the administration of the
Funds including, but not limited to, all costs and expenses relating to office space, facilities, utility
services, supplies, information technology, internal reporting and internal valuation expenses,
necessary administrative and clerical functions, compensation of employees engaged in the
General Partners’ and the Manager’s business except as set forth below with respect to services
of a specialized nature.

The Clients will bear all other costs and expenses of the Clients’ activities, including, without
limitation, legal, travel and lodging, accounting, outsourced financial consulting, due diligence,
indemnification, valuation, insurance, dead deal costs, pursuit costs, compensation to advisory
committee members, expenses of fund administrators, new business expenses, and other out-
of-pocket expenses for asset management services. For the avoidance of doubt, DXD Capital
receives reimbursements from the Funds and/or Investments, as permitted in each Fund’s
Governing Documents, for services of a specialized nature (such as legal counsel, financial and
accounting services, and technology services) provided by DXD Capital employees (non-
investment professionals) to Funds and/or Investments which directly benefit the operations of
such Investments. The amount and terms of such reimbursement to the Manager are no less
favorable to the respective Fund and/or Investment than would be obtained on an arms-length
basis.

The description of fees and expenses above is not intended to be exhaustive. Prospective and
existing Investors in Clients or potential Clients managed by DXD Capital are advised to review
the applicable Governing Documents for a more extensive description of the expenses associated
with the respective investment vehicle.

Item 7. Types of Clients

DXD Capital provides investment advisory services to the Clients. The minimum commitment for
an investor in a Fund is outlined in each Fund’s Governing Documents; however, DXD maintains
discretion to accept less than the minimum commitment threshold. In addition, the Funds may
enter into letter agreements or other similar arrangements (collectively, “Side Letters”) with one
or more Investors that have the effect of establishing rights under, or altering or supplementing
the terms of the Governing Documents of the Funds as they apply to a particular Investor. As a
result of such Side Letters, certain Investors may receive additional benefits that other Fund
Investors will not receive, including without limitation better economic terms such as a reduced
or otherwise more favorable Management Fee and/or Carried Interest, co-investment rights,
information rights and transfer rights. The other Fund Investors will have no recourse against the
Funds or any of its affiliates in the event that certain Investors receive additional or different
rights or terms as a result of such Side Letters.

Investors may include high net worth individuals, banks or thrift institutions, other investment
entities, university endowments, sovereign wealth funds, family offices, pension and profit-
sharing plans, trusts, estates or charitable organizations or other corporations or business entities
and may include, directly or indirectly, principals or other employees of the Adviser and its
affiliates and members of their families or other service providers that perform certain functions
on behalf of the Clients.