Elmtree Funds LLC

Item 5 - Fees and Compensation

Fees Generally

ElmTree receives management fees and performance-based compensation for advisory services
provided. In addition, Clients are charged other fees and expenses as described below. The
description below is intended to provide a brief summary of the typical compensation received by
ElmTree and is not intended to depict every scenario. Please refer to the Clients’ Governing
Documents for specific details.

ElmTree has the ability to rebate, reduce and/or waive some or all of its management fee and/or
performance-based compensation, as applicable, with respect to any investor in a Client, to the
extent permitted by applicable law. ElmTree intends to rebate, reduce and/or waive some or all of
its management fee and /or performance-based compensation with respect to, but not limited to,
principals, employees, certain affiliates as well as certain investment funds and accounts. Certain
Clients offer size-based, early-closer or other fee reductions for investors in such Clients

The receipt of any fees that do not offset the management fees discussed in this Item 5 as well as
below in Item 6 presents ElmTree with an incentive to maximize the amount of such fees and to
cause applicable Clients to make investments that could generate such fees even if ElmTree may
not have otherwise made such investment for the Clients in the absence of such fees. In addition,
because certain of ElmTree’s Clients typically will not pay compensation until capital is drawn or
investments are made, there is an incentive for ElmTree to call capital or to invest such Clients’
capital earlier in such cases than it would have if management fees were based on capital
commitments.

Management Fees

As compensation for its investment advisory services to Fund V, ElmTree receives a management
fee, paid quarterly in advance, as outlined in Fund V’s offering documents. ElmTree retains
discretion to agree upon alternative management fee arrangements on an investor-by-investor
basis. Refer to the Summary of Principal Terms section in Fund V’s respective offering documents
for additional information.

With respect to the Debt Fund, ElmTree receives a quarterly management fee equal to, with respect
to each investor in the Debt Fund, 1.25% per annum of Such investor’s aggregate capital
contributions made to the Debt Fund. The capital account of an investor admitted to the Debt Fund
on a day other than the first day of the calendar quarter is charged a pro rata portion of the
management fee corresponding to the number of months remaining in the quarter. Similarly, in the
event of any withdrawal by an investor as of a date other than the last day of the calendar quarter,
the investor’s capital account would be credited with a pro rata portion of the management fee
corresponding to the number of months remaining in the quarter. In the case of a termination of
ElmTree’s investment management agreement with Fund V or the Debt Fund prior to the end of a
calendar quarter, the management fee for such period would be pro-rated to the date of such
termination with any excess payment refunded to the respective Fund and credited to investor
capital account balances.

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With respect to the REIT, ElmTree receives a monthly management fee (the “Company
Management Fee”) under the Advisory Agreement between ElmTree and the REIT (“Advisory
Agreement”) in an amount equal to amount equal to one-twelfth (1/12) of 1.25% of the REIT’s
NAV for the applicable month.

The Company Management Fee may be paid, at ElmTree’s election, in either (i) cash or (ii) shares
or units of a partnership subsidiary of the REIT (the “Operating Partnership”) units with an
aggregate value equivalent to the cash fee otherwise payable (based upon the then-current NAV
per Share or Operating Partnership unit, as applicable).

The Operating Partnership will pay ElmTree a management fee (the “OP Management Fee” and,
together with the Company Management Fee, the “Management Fee”) equal to 1.25% per annum
of the NAV of the Operating Partnership attributable to Operating Partnership units held by
unitholders other than the REIT. The OP Management Fee may be paid, at ElmTree’s election, in
cash or cash equivalent aggregate NAV amounts of Operating Partnership units (based upon the
then-current NAV per Operating Partnership unit, as applicable).

Additional Fees and Compensation

It is expected that ElmTree will utilize the services of HPS Securities, LLC (“HPS Securities”), a
broker-dealer registered with the SEC and a member of FINRA or other broker-dealers affiliated
with BlackRock.

Regulated broker-dealers or similar service providers that are wholly owned subsidiaries of
BlackRock, including HPS Securities and any affiliates of such entities (collectively, “BlackRock
Broker Dealers”) or other BlackRock affiliates could be entitled to receive certain fees and interest
payments in connection with the activities of the Clients, including, without limitation, offering,
placement, financing, syndication, capital structure advisory, capital markets advisory, turnaround,
workout, underwriting, solicitation, currency, hedging, structuring, arranging, loan agent, loan
servicing, insurance, rating advisory or similar fees, including with respect to an initial public
offering or private placement, the arranging or provision of credit facilities for the Clients, any
persons through which such Client invests and any tenants, borrowers, issuers, joint ventures or
operating companies in which a Client has a direct or indirect interest, or that occupies, leases,
operates or otherwise underlies a Client asset (collectively or individually, as required by context,
“portfolio companies”), the distribution of debt or equity securities of an investment or otherwise
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Types of Clients

ElmTree provides investment advisory services to the Clients, interests of which are domestic and
foreign limited partnerships, companies, limited liability companies, trusts and other vehicles that
are not registered or required to be registered under the U.S. Investment Company Act of 1940, as
amended (the “Company Act”). In addition, the securities issued by the Clients are not registered
or required to be registered under the Securities Act of 1933, as amended (the “Securities Act”),
and are generally privately placed to qualified investors in the United States and elsewhere.

Investors in Clients generally include high net worth individuals, banks, thrift institutions, pension
and profit-sharing plans, sovereign wealth funds, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability companies or other
business entities. All investors are subject to applicable suitability requirements.

The minimum capital commitment is $3,000,000 for the Debt Fund and $5,000,000 for the net
lease funds. The Client’s general partners retain discretion to waive this requirement at any time.

The minimum investment in the Industrial Trust REIT is $100,000. Investors in the Operating
Partnership must generally invest a minimum dollar amount as determined in the respective
REIT’s sole discretion. Each REIT retains discretion to waive these requirements at any time.

Investors in Fund V and the Debt Fund generally are required to be (i) an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act and (ii) either (a) a
“qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act or (b) a
“knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act.

Investors in the REIT must be “accredited investors” within the meaning of Rule 501 of Regulation
D promulgated under the Securities Act.

Agreements with Certain Investors

Certain investors in the ElmTree Funds have been granted and in the future additional investors
may be granted one or more of the following rights with respect to their investments: (i) a reduced
management fee and/or performance-based compensation and/or operating expense; (ii) the right
to receive improved fees, liquidity, information rights and other terms received by other investors;
(iii) the right to receive certain additional information with respect to certain funds, including
position-level portfolio information or events related to ElmTree; (iv) the right to reserved capacity
for a certain fund; (v) notification to the investor with respect to the investor’s ownership
percentage of a certain fund; (vi) limitation on the investor’s ownership percentage of a certain
fund below certain thresholds; (vii) notification to the investor with respect to the ownership by
benefit plan investors of a certain fund’s equity classes; (viii) certain limitations on an investor’s
confidentiality obligations under a certain fund’s organizational documents pursuant to laws or
regulations to which the investor is subject (such as the public information or “sunshine” laws);
and (ix) an acknowledgement that such investor is entitled to sovereign status under U.S. federal,
state or non-U.S. law.

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In addition to the above, certain investors in the ElmTree Funds have been granted and in the future
additional investors may be granted one or more additional rights with respect to their investments,
including, but not limited to: (i) the right to opt out of the requirement to fund capital calls or
otherwise be excused from participating in certain investments due to regulatory, tax or public
policy or the investor’s internal considerations; (ii) the right to designate one member of an
investor advisory or oversight committee; (iii) rights with respect to distributions in kind; (iv)
rights with respect to transfers of interests; (v) the right to receive information regarding the
investment and/or disposition strategy of the Client; (vi) an acknowledgement that such investors
are interested in learning about, and arrangements with respect to the allocation of any available
potential co-investment opportunities; (vii) the right to provide selected confidential information
to regulators or other recipients, (viii) the right to modifications to an investor’s subscription
agreement, (ix) arrangements with respect to waivers of certain obligations, (x) agreements by a
general partner (or similar governing body) to refrain from exercising certain remedies or taking
certain actions against an investor (including in connection with a default by such investor) and
(xi) the right to cease making capital contributions under certain circumstances.

Such rights can be, and have been, granted on the basis of (i) the size, nature, timing or other
features of the investor’s investment in, or commitment made to, a Client, (ii) the type, category,
nature, specificity or other features of the investor, (iii) the involvement or participation in Client’s,
ElmTree’s or the applicable general partner’s management or activities or strategic relationships
with ElmTree (whether past, present and/or future; in each case only to the extent permitted under
applicable laws), or (iv) any other criteria, element or feature as may be determined from time to
time by, and in the discretion of, ElmTree or the applicable general partner, to extent that such is
not inconsistent with applicable laws and regulations.

Unless ElmTree or the respective general partners determine otherwise, any expenses incurred by
a Client, ElmTree or the respective general partner in complying with the terms of any side letter,
including producing additional reporting, will be borne by the Client and generally will not be
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