JV Management LLC

Item 5. Fees and Compensation

Management Fee and Performance-Based Compensation.

The management fee and performance-based compensation and the details of how the amounts are
calculated for each Client are described in the Client’s governing document (the “Governing
Document”).

The Clients generally will pay to the Adviser a management fee (the “Management Fee”) ranging from
0.50% to 1.5% of the capital contributions or net invested capital of the Client. Management Fees may
be paid monthly or quarterly, and in arrears or in advance, depending on the terms of the specific
Client’s Governing Documents. The Adviser generally deducts management fees directly from Client
assets and, accordingly, from the capital accounts of the Client’s investors. The sub-advisory fees are
paid by the investment manager of the insurance dedicated fund. In some cases, the Adviser may, in
its sole and absolute discretion, waive, reduce, or delay payment of management fees related to any
fiscal quarter or month. Affiliates or related persons that invest in a Client generally pay reduced or no
management fees.

The Management Fee will be reduced by 100% of all transaction fees received by the Manager, the
Adviser or their respective affiliates with respect to the Clients and their investments. Transaction fees
include any: (i) directors’ fees, financial consulting fees or advisory fees; (ii) transaction fees,
arrangement fees, origination fees, structuring fees, commitment fees, consent fees, amendment fees,
closing fees, syndication fees and financing fees; and (iii) break-up fees with respect to Client
transactions not completed, in each case net of certain expenses (including all unreimbursed costs and
expenses incurred by the Manager in connection with any consummated or unconsummated
transaction or in connection with generating any such transaction fees) as set forth in the Governing
Documents; but not including, in any event, any amount received by the Manager, the Adviser or their
respective affiliates from or with respect to an investment (a) as reimbursement for expenses directly
related to such investment, (b) as payment for services provided to any investment in the ordinary
course of such investment’s business, (c) as compensation for services provided by the Manager or other
person as an employee of or in a similar capacity for such investment or (d) any compensation paid to
an affiliate of the Manager or other Person with respect to the functions and services described in
“Other Services” below. For the avoidance of doubt, the foregoing Management Fee offset applies
only to the categories of transaction fees specified in the applicable Governing Documents and does
not necessarily apply to all compensation received by the Adviser or its affiliates. In particular, except
to the extent expressly provided in the applicable Governing Documents, such offset may not apply to
compensation received by the Adviser or its affiliates for services provided in the ordinary course of
an investment’s business, including, without limitation, development-related fees, development
participation fees, construction or development monitoring fees, loan servicing fees, title insurance-
related compensation, asset management fees or other affiliate service fees.

To the extent that any other Client or any other entity or individual co-invests alongside a Client in
any investment, any transaction fees will be allocated among the Client and such other Client or other
entity or individual co-investor in proportion to the cost of the investment or potential investment held
(or committed to be held) by each.

The Adviser (or an affiliate of the Adviser) generally will be paid performance-based compensation
by the Client, which is compensation that is based on the internal rate of return on a deal-by-deal basis.

Performance-based compensation is generally subject to certain conditions set forth in the Governing
Documents of each Client, such as the prior return of capital to investors and/or payment of a preferred
return to investors. This compensation ranges from 10% to 30%.

For certain Clients, the Adviser (or an affiliate of the Adviser) may be eligible to receive acquisition
fees in connection with Client transactions in an amount equal to the difference between (i) one percent
(1%) of the Client’s share of the effective gross purchase price of the asset and (ii) the acquisition fee
paid to a third party.

Other Services.

In addition to the services specifically contemplated within Client Governing Documents, the
Manager, the Adviser or any of their respective affiliates or third parties in which affiliates of the
Manager have controlling or non-controlling economic interests may provide to the Clients, any of its
affiliates and/or any investment (including any property related to an investment) all accounting,
architectural, engineering, financial, reporting, fund administration, tax, internal audit, legal, debt
placement, technology-related services, brokerage, sales agent, property-related services (including
title, property management, brokerage, financing, loan servicing and administration, leasing,
development, insurance, security, construction management, processing and underwriting,
monitoring, diligence services and advice, asset management, disposition and other real estate-related
services) and any other services in lieu of third parties providing such services to such persons, and in
connection with the provision of such services, the Clients, the Client’s affiliates and portfolio
investments are expected to provide compensation, including fees, salaries, retainers, and
reimbursements to the Manager, the Adviser and/or any of their respective affiliates including
reimbursement for any overhead expenses (including rent, utilities, office maintenance, office supplies
and hardware, storage, human resources and benefits administration, technology and software costs)
...

Item 7.   Types of Clients

As noted in Item 4 above, the Adviser provides investment advisory services on a discretionary basis
to pooled investment vehicles, single-asset investment vehicles, separately managed accounts and
insurance dedicated funds.

Clients are private investment vehicles that qualify for an exclusion from the definition of “investment
company” under Section 3(c)(1), 3(c)(7), and/or 3a-7 of the Investment Company Act and are organized
in both the United States and internationally.

Investors participating in the Client vehicles are required to meet certain suitability and net worth
qualifications, such as being (1) an accredited investor within the meaning of Rule 501 of Regulation
D under the Securities Act of 1933, as amended (“Securities Act”) and (a) a “qualified client” as defined
in Rule 205-3 of the Advisers Act or “qualified purchaser” as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”) or (b) a
“knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act, or (2)
a non-U.S. person, depending on the eligibility requirements of the specific Client.

Investors may include 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.

Certain Clients, including insurance-dedicated funds and separately managed accounts, may be subject
to additional regulatory, structural or investor-specific requirements that may affect investment
strategy, liquidity, diversification, or other investment parameters.

The minimum investment in the Client vehicles is stated in the applicable Governing Documents.
Minimum investment size may be waived for certain investors at the Adviser’s discretion.