OREI Advisors LP

ITEM 5 - FEES AND COMPENSATION

        In general, the Adviser and/or its affiliates receive a management fee (the “Management
Fee”) and a carried interest in connection with the provision of advisory services to its clients. The
Advisers are eligible to receive additional compensation in connection with management and other
services performed for portfolio investments of the Funds and such additional compensation will
offset in whole or in part the Management Fees otherwise payable to the Advisers to the extent
provided by the relevant Governing Documents. In addition, in certain circumstances, such as
those discussed herein with respect to the SMAs, the Adviser receives compensation for
management and other services performed in connection with certain co-investments made in Fund
investments. Investors in the Funds also bear certain expenses.

Management Fees

        Each Fund investor pays the Adviser and/or its affiliate a Management Fee as set forth in
the applicable Fund Agreement. Depending on the Fund, the Management Fee is generally
calculated as a fixed percentage per annum of one or more of the following bases (or a combination
thereof):

        (i.) such investor’s aggregate capital contributions, subject to certain adjustments for
             amounts repaid, recouped, distributed or written off, as specified in the applicable
             Fund Agreement;

        (ii.)such investor’s Net Equity Invested (as such term is defined in the applicable Fund
             Agreement), which, for certain Funds, serves as the sole basis for calculating the
             Management Fee throughout the life of such Fund, and, for certain other Funds,
             becomes the applicable basis upon the occurrence of specified events (such as the
             expiration of the investment period or other circumstances set forth in the applicable
             Fund Agreement);

        (iii.) such investor’s unfunded commitment, which, for certain Funds, may apply only
             during the investment period;

        (iv.) such investor’s committed capital, which, for certain Funds, may be modified upon
            specified events to a percentage of such investor’s Net Equity Invested (as defined in
            the applicable Fund Agreement); or

        (v.) the most recent gross asset value (as defined in the applicable Fund Agreement) of
             such investor’s proportionate share of all assets attributable to the applicable Fund.

        The specific Management Fee calculation methodology, rate and related terms for each
Fund are set forth in the applicable Fund Agreement, and investors should refer to the Fund
Agreement of the relevant Fund for a complete description of the Management Fee applicable to
their investment.

        With respect to certain Funds, if the investor’s commitment to the applicable Fund meets
the threshold specified in the Governing Documents (each such investor, a “Significant
Investor”), then such Significant Investor is entitled to pay a lower fixed percentage per annum
of the amount described in the applicable preceding paragraph(s), as described in the Governing
Documents.

        The Management Fee generally is reduced in the manner designated in the Fund’s
Governing Documents, including in exchange for a reduction in the General Partners’ aggregate
cash capital contribution and a corresponding interest in Fund profits. The Management Fee for
each Fund is payable quarterly in advance. Installments of the Management Fee payable for any
period other than a full three-month period generally are adjusted on a pro rata basis according to
the actual number of days in such period. In addition, Management Fees will generally be payable
during term extensions unless otherwise agreed with investors. To the extent provided in a Fund’s
Governing Documents, a Fund may offset and reduce amounts otherwise distributable to an
investor in order to pay the Management Fee to the Adviser (or an affiliate thereof).

        Certain of the client’s Governing Documents provide that the Management Fees will be
calculated on a basis that generally is not tied to the client’s then-current net asset value. As further
described in the applicable Governing Documents, from the effective date of the relevant client
until a date specified in the Governing Documents (the “Stepdown Date”), Management Fees
generally will be calculated based on a formula tied to the amount of the relevant Fund’s aggregate
capital commitments. After the Stepdown Date, Management Fees generally will be charged and
calculated based on a formula tied to the amount of investment contributions (including, where
applicable, a Fund borrowing component and the amount of any capitalized Supplemental Fees (as
defined below) or expenses) made by the relevant client relating to the Fund’s aggregate
investment(s) in any investments that have not been completely disposed of or completely written
off for U.S. federal income tax purposes (such written off investments, “Impaired Value
Investments”).

        Others of the client’s Governing Documents provide that the Management Fees generally
will be charged and calculated based on a formula tied to the amount of investment contributions
made by the relevant client that have not been disposed of, repaid or recouped or completely
written off for U.S. federal income tax purposes, plus the aggregate amount of any unrecouped
bridge financing contributions as described further in the client’s Governing Documents,
throughout the life of the Fund. The Governing Documents do not require Management Fees to be
reduced or refunded following the occurrence of a writedown, decrease (including a significant
decrease) in fair value or other event not constituting a complete realization such as a partial sale
or disposition, reorganization, recapitalization (including recapitalizations involving dividends),
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ITEM 7 - TYPES OF CLIENTS

        The Advisers provide investment advice solely to their Fund and SMA high net-worth
individual clients, and references throughout this Brochure to “clients” and to the Advisers’ related
duties to and practices on behalf of their clients and/or investors should be construed accordingly.
The Funds may include investment partnerships or other investment entities formed under U.S. or
non-U.S. laws and operated as exempt investment pools under the Investment Company Act of
1940, as amended. The investors participating in the Funds generally 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 often include, directly or indirectly, Principals or other
personnel of the Advisers and their affiliates and members of their families, or other service
providers retained by the Advisers or a Fund, as well as executives of portfolio investments.

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

        The Funds generally have a minimum investment amount ranging from $10 – $25 million
for third-party investors, and Fund interests generally are offered and sold to qualified purchasers
(or qualified knowledgeable personnel of the Advisers). The Adviser generally is permitted to
waive such minimum investment amount.