Long Wharf Capital LLC

Item 5. Fees and Compensation

A. Generally, compensation earned by Long Wharf for the provision of investment
   advisory services to Funds includes percentage fees (“Management Fees”) to the Firm
   and performance fees (“Performance Fees”) to the general partner of the applicable
   Fund. Management Fees are based on the following Fee Schedule:

       Commitment Period            1.5% of Commitments

       Post-Commitment Period       1.5% of Net Invested
                                    Commitments

    Net Invested Commitments are drawn commitments invested in and with respect to
    Properties, less that portion of drawn commitments used to acquire Properties that
    have been disposed of or written off.

    Management Fees and Performance Fees of Funds are set and determined at the
    Fund level. Thus, Management Fees and Performance Fees for Funds are generally
    non-negotiable. Long Wharf will not earn any other fees, such as acquisition,
    financing, or property management fees, and all other potential revenue, such as
    break-up fees, will accrue to the benefit of the applicable Fund and not Long Wharf.
    Co-investment vehicles managed by Long Wharf pay lower Management Fees and
    Long Wharf may, in its discretion, waive all or any portion of such Management Fees.

Long Wharf Capital LLC                                                       Part 2A of Form ADV

   Management Fees are generally accrued and billed quarterly in arrears and are paid
   from a Fund or a Fund’s limited partner or investor assets and are reflected in such
   Fund’s quarterly financial statements as well as the investor’s account statement.

   Performance Fees are generally equal to 20% of all distributions made by the Fund
   beyond the return of invested capital, subordinated to the Limited Partners achieving
   a threshold annual return on invested capital (9% per annum for LREP V, LREP VI,
   and LREP VII) and a return of all invested capital. Performance Fees differ for co-
   investment vehicles. Performance Fees are comprised of a distribution of the
   investment proceeds of the Fund and are referred to in the Fund documents as the
   “Carried Interest.” The general partner of each Fund holds the Carried Interest for that
   Fund and may pay certain principals and employees of Long Wharf Performance Fees
   from the Carried Interest. Compensation to Long Wharf for investment advisory
   services to be provided to a Fund sponsored by Long Wharf are outlined in the
   applicable Fund’s PPM and Limited Partnership Agreement (“LPA”) collectively
   referred hereto as “Organizational Documents”.

B. In addition to the Management Fees and Performance Fees outlined above, Long
   Wharf is generally reimbursed for Operating and Organizational Expenses associated
   with a commingled vehicle. Organizational Expenses include all out-of-pocket
   expenses incurred in connection with the organization and formation of the general
   partner, the Fund and any related investment vehicle and the offering of the interests
   therein, including, without limitation, legal and accounting fees and expenses; printing
   costs; filing fees; and the transportation, meal and lodging expenses of Long Wharf
   officers and employees relating to capital formation matters, but specifically excluding
   all Placement Fees. Organizational Expenses reimbursed by the Funds are typically
   capped and the amounts and eligible expenses are outlined in a Fund’s Organizational
   Documents.

    Each Fund is expected to pay, or reimburse Long Wharf, as applicable, its
    proportionate share of Operating Expenses. Operating Expenses include but are not
    limited to, all third-party costs and expenses of maintaining the operations of the Fund
    including, without limitation, sourcing, evaluating, maintaining, structuring, negotiating,
    acquiring, financing, hedging, holding, monitoring, managing and disposing of Fund
    investments (to the extent not paid for or reimbursed by such investment); costs
    incurred in connection with pursuing possible investments that are not subsequently
    acquired; taxes; fees and other governmental charges levied against the Fund;
    insurance; administrative and research fees; fees for outside services; expenses of
    custodians, outside advisors, counsel (including legal counsel for the Funds),
    accountants, auditors, administrators and other consultants and professionals;
    expenses associated with forming, raising capital for and operating Real Estate
    Investment Trusts (“REITs”), alternative investment vehicles and other special
    purpose entities related to investments; software costs (including the cost of software
    used for investment-related research, organizing and storing portfolio data, financial
    modeling, financial reporting, and investor portals); costs and expenses arising out of
    all financings entered into by the Fund (including, without limitation, those of lenders,
    investment banks, and other financing sources); reasonable travel expenses for Fund
    related matters in accordance with the policy of Long Wharf; brokerage commissions;
    litigation expenses (including the amounts of any judgments or settlements paid in
    connection therewith); liquidation expenses; expenses incurred in connection with any
    tax audit, investigation, settlement or review; expenses of the Advisory Committee

Long Wharf Capital LLC                                                     Part 2A of Form ADV

    members; expenses associated with meetings of the Advisory Committee and Limited
    Partners; travel, meals and entertainment expenses incurred in connection with
    meeting any Limited Partner in connection with the Fund; expenses associated with
    the preparation and distribution of reports, financial statements, tax returns, U.S.
    Treasury forms and K-1s to Limited Partners; and indemnification and other
...

Item 7. Types of Clients

Long Wharf provides investment advice as investment manager to the Funds, which are
privately offered commingled investment vehicles and co-investment vehicles. Investors
in these Funds include public and private pension funds, endowments, foundations and
high net worth individuals. The minimum account size for investors varies by Fund.