Nassau Coramerica LLC

Item 5.     Fees and Compensation
            A. Compensation

Compensation to the Firm for investment advisory services is based on a percentage of the assets managed
by the Firm on behalf of a client and through performance-based compensation. Compensation to the Firm
for services provided to NAM and certain other institutional clients takes the form of management fees,
loan origination fees, commitment fees and closing and due diligence fees, and compensation to the Firm
for services provided to the Funds takes the form of management fees and carried interest. Such

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 Form ADV Part 2A: Firm Brochure

compensation may be paid to the Firm or an affiliate of the Firm. The Firm is permitted to waive, reduce
or otherwise modify the management fee and/or incentive compensation for any investor in a Fund, and has
done so for affiliates of the Firm. In addition, the Firm occasionally enters into a side letter arrangement
with certain Fund investors, in which the Firm has granted such investors with preferential terms.

It is anticipated that compensation to the Firm for services provided to other clients in the future may take
the form of management fees based on a percentage of assets under management or performance fees,
carried interest or other incentive-based compensation related to the performance of such other client
accounts, as well as loan origination and servicing fees, commitment fees, closing and due diligence fees,
exit fees and/or disposition fees. Such compensation may be paid to the Firm or an affiliate of the Firm.
The Firm is also permitted to waive, reduce or otherwise modify the management fee and/or performance
fee, carried interest or other incentive-based compensation for any investor in a Fund, and has done so for
affiliates of the Firm. In addition, the Firm occasionally enters into side letter arrangements with certain
Fund investors, pursuant to which the Firm has granted such investors preferential terms.

            B. Payment of Fees

Management fees paid by NAM and certain other institutional clients are based on the book value of the
assets managed by the Firm less certain liabilities and are paid quarterly in arrears. Typically, management
fees paid by the Funds are based on the aggregate adjusted book value or fair market value of the assets
owned by the Funds and paid quarterly in advance. Incentive fees paid by the Funds will be payable later
in the Funds’ lives after investors have received a specified preferred return. In each case if applicable, (i)
loan origination and servicing fees are typically based on a percentage of the principal amount of a
commercial mortgage loan, (ii) commitment fees are collected from borrowers in connection with
commitments issued for a commercial real estate loan, (iii) closing and due diligence fees are collected
from borrowers in connection with commercial mortgage loans issued, (iv) prepayment fees, exit fees and
make whole premiums are collected from borrowers in connection with the in connection with commercial
mortgage loans that are prepaid early, and (v) disposition fees in connection with the sale or disposition of
a commercial mortgage loan by a client are based on a percentage of the net proceeds of such sale or
disposition. Certain of the foregoing fees are split between the Firm and its client.

Management fees and incentive fees paid by other Firm clients are tailored for each such other client.

Although the foregoing is a brief summary of the management fee, performance fee, incentive
compensation and other fee arrangements applicable to each of the Firm’s clients, please note that this brief
summary is not a substitute for the detailed terms provided in the advisory agreement, offering document,
organizational agreement or other governing documents of the Firm’s clients. Clients, prospective clients,
Fund investors and prospective Fund investors should therefore review the applicable advisory agreement,
offering document, organizational agreement or other governing documents carefully because such
documents, and not the summary in this brochure, describe more specifically the fees such client will pay.

            C. Additional Expenses

The expenses paid by the Firm’s clients are set forth in detail in the advisory agreement, offering document,
organizational agreement or other governing documents of the relevant client. Such expenses may differ
among clients and within clients. Thus, although the following is a summary of expenses the Firm’s clients
may generally bear, it is not an exhaustive or complete list with respect to all clients. Clients, prospective
clients, Fund investors and prospective Fund investors should therefore review the applicable advisory
agreement, offering document, organizational agreement or other governing documents carefully because
such documents, and not the summary in this brochure, describe more specifically the expenses such client
will bear.

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 Form ADV Part 2A: Firm Brochure

Generally, each of the Firm’s clients will bear its own organizational, operating and other expenses, which
may include, but not be limited to:

           Costs and expenses directly or indirectly incurred in connection with the formation, registration
            and organization of, and sale of interests in, a fund and any related investment fund and its
            general partner or otherwise relating thereto, including out-of-pocket legal, accounting,
            printing, travel and filing fees and expenses;
           Costs and expenses arising out of the offering and sale of Fund interests, including travel
            expenses and expenses of negotiating and preparing agreements with, responding to requests
...

Item 7.       Types of Clients

The Firm provides investment advisory services to Funds, which are pooled investment vehicles generally
offered to investors that are, in the case of U.S. investors, “accredited investors” as defined in Regulation
D under the Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers” as defined
in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Firm generally
provides investment advice to the Funds and not individually to the investors in the Funds.

The Firm also advises, indirectly via a subadvisory agreement with NAM, insurance companies with which
the Firm and NAM are affiliated. The Firm also may advise separately managed accounts for institutional
or other investors.

With respect to any client that is a Fund or other pooled investment vehicle, minimum subscription or
investment amounts will be disclosed in the relevant offering memorandum.