Mesa West Capital LLC

Item 5 – Fees and Compensation

Fees are determined and assessed in a manner specific to each Fund or Separate Account. For the
specific fees charged by any Fund or Separate Account, please refer to the offering documents and
limited partnership agreement or limited liability company agreement for that Fund or Separate
Account advisory agreements. Certain fees described herein are subject to negotiation with
investors.
Management Fees
With respect to each of the Funds, other than potential co-investment entities, the Adviser and the
applicable Fund may enter into letter agreements or other similar arrangements with one or more
Limited Partners that may confer additional benefits on individual Limited Partners that other
Limited Partners will not receive (to the fullest extent permitted by applicable law). Rights and
benefits that are more favorable in any material respect may be afforded to a Limited Partner based
upon its commitment level or for other reasons, and the same favorable rights and benefits may be
extended to other Limited Partners in accordance with each respective Fund’s limited partnership
agreement or limited liability company agreement and the Adviser is not required to inform, or
offer similar arrangements to, any other investor except as agreed with such investor or as required
by applicable law. These rights and benefits may include most favored nation status, advisory
committee designations, and specific reporting requirements, tax considerations, and other terms
and conditions.

In the most recent Closed-end Fund, Limited Partners pay an annual management fee equal to a
percentage of their respective net invested capital. In most cases, the Closed-end Funds’ Limited
Partners pay annual management fees equal to a percentage of their respective total commitment
amount during the investment period and a percentage of their respective net invested capital
thereafter. Depending on various factors, for example, the size of an investor’s commitment to a
specific fund or the aggregate size of accounts represented by a specific consultant, the fee may be
reduced. The Open-end Fund’s Limited Partners currently pay annual management fees equal to a
percentage of the net asset value allocable to their respective investment interests held. The
management fees are deducted and charged quarterly in advance. The Funds have varying fees
which range from .38% to 1.50%. The Open-end Fund will charge different fee rates depending
on the class of shares acquired by the Investors.
See also “Co-Investments” below for additional information on the fees and expenses relating to
co-investments.
Mesa West has entered into negotiated advisory agreements with each Separate Account investor.
The investors pay annual advisory fees equal to a percentage of the outstanding principal balance
or fair value of its loan investments. The fee rates are in a range of .30% to .50%. From the advisory
fee, annual loan servicing fees are typically deducted and paid to Mesa West’s loan servicing
venture described in Item 10. Other fee arrangements, including, but not limited to, special
servicing fees or sharing of investment extension, origination, modification, prepayment or exit
fees may also be negotiated. Additionally, reimbursement by the investor of certain Mesa West
set-up costs and ongoing expenses may be negotiated.

Mesa West has entered into a Sub-Advisory Agreement with respect to the Sub-Advised Account
pursuant to which the investment adviser of the Sub-Advised Account pays a fee that is calculated
based on the net asset value attributable to the investments for which Mesa West provides sub-
advisory services plus a fee that is calculated based on the gross outstanding principal balance of
such investments.
Carried Interest and Incentive Fees
With respect to each Closed-end Fund and without prejudice to the ability of the Adviser and the
applicable Fund to enter into letter agreements or other similar arrangements with one or more
Limited Partners that may confer additional benefits on individual Limited Partners that other
Limited Partners will not receive (to the fullest extent permitted by applicable law), affiliated
entities of Mesa West will also be entitled to receive up to 20% of a Limited Partner’s distributions
on investments. The fee complies with the provisions of Rule 205-3 under the Advisers Act;
provided that each Closed-end Fund has established a distribution waterfall describing how
distributions will be paid to the underlying investors and Mesa West. Investors receive a preferred
return on their investments plus a full return of invested capital prior to the distribution of any
incentive compensation paid to Mesa West. The distribution waterfalls are further described in
the governing documents for each Closed-end Fund.

To the extent Mesa West is entitled to certain distributions to fund uncovered tax liabilities it may
incur as a result of its interest in any respective Closed-end Funds’ profits, any amounts distributed
as such will be considered an advance against the next profits interest distribution payable to Mesa
West.

Mesa West generally does not reinvest capital of a Closed-end Fund in new assets (i.e., new
originations/acquisitions) other than during the commitment period for such Closed-end Fund.
However, distributable net proceeds may be reinvested in existing investments of the Closed-end
Funds and used for operating expenses.

Mesa West does not receive distribution of income, proceeds, incentive compensation, or tax
liability distributions from the Open-end Fund. Investors in the Open-end Fund are entitled to
distributions of net cash flow and also have the option of reinvesting their share of distributions.

An investor in the Open-end Fund may redeem its interest without the consent of Mesa West, but
the timing and amount of those transactions is dependent on the general partner’s discretion. An
...

Item 7 – Types of Clients

The Adviser provides investment advisory services to the Funds and Separate Accounts that invest
in debt interests in commercial real estate related assets. Investors in the Funds and Separate
Accounts may include, but are not limited to, pension plans, endowments, corporate and business
entities, foundations, trusts, and high net worth individuals. Investors may be either domestic or
non-U.S. entities. These pooled investment vehicles are not subject to registration under the
Investment Company Act of 1940, as amended (the “Investment Company Act”). The Funds have
minimum capital commitments for investors, as specified in the offering documents for each
respective Fund, which are negotiable by Mesa West. For example, the minimum investment may
be $5 or $10 million, unless otherwise approved.

In addition, interests in a pooled investment vehicle may be purchased only by certain eligible
investors who are (i) “accredited investors” as defined in Regulation D under the Securities Act of
1933, as amended (the “Securities Act”), and (ii) “qualified purchasers” for purposes of Section
3(c)(7) of the Investment Company Act or “knowledgeable employees” as such term is defined in
Section 3(c)(5) of the Investment Company Act.