Pembrook Capital Management LLC

Item 5 – Fees and Compensation

A&B. Common interests in the Funds are referred to as “Common Interests” herein. Preferred
     interests in PCI Fund (the “Preferred CRA Interests”) are comprised of Series A
     Preferred CRA Interests (the “Series A Preferred CRA Interests”), Series B Preferred
     CRA Interests (the “Series B Preferred CRA Interests”), and Series C Preferred CRA
     Interests (the “Series C Preferred CRA Interests”). Investors in either Common Interests
     (including as an investor the REIT Fund) or Preferred CRA Interests are collectively
     referred to as “PCI Members”.

       Investors in Fund IV are referred to herein as “Fund IV Members”. Investors in Fund IV
       Preferred will be referred to as “Fund IV Preferred Members”. Fund IV and Fund IV
       Preferred will form an advisory committee of which there are at least three Members who
       have designated at least three natural persons to serve thereon, all of whom are independent
       of PCIM IV, Pembrook, and their affiliates (the “Advisory Committee”).

       Investors in Fund III are referred to herein as “Fund III Members”. Investors in Fund III
       Preferred will be referred to as “Fund III Preferred Members”. Fund III and Fund III
       Preferred have formed an advisory committee of which there are at least three Members
       who have designated, at least three natural persons to serve thereon, all of whom are
       independent of PCIM III, Pembrook, and their affiliates (the “Advisory Committee”).

       At times, investors in either Common Interests (including as an investor the REIT Fund)
       or Preferred CRA Interests are collectively referred to as “Members” (each, a “Member”).

       Interests in the REIT Fund are represented by “Class A Common Units” (the “Class A
       Common Units”) and “Class B Common Units” (the “Class B Common Units,” and
       together with the Class A Common Units, the “Common Units”) and “Preferred Units”
       (the “Preferred Units”). At times, investors in either Common Units or Preferred Units
       are collectively referred to as “REIT Fund Members”. PMH will not directly receive any
       fees from the REIT Fund. The REIT Fund is charged the same fees as the PCI Members
       described below, and pays the fees directly to PCI Fund.

       PCI Fund

       Management Fees

       PCI Fund will pay to PMH a management fee (the “Management Fee”), payable in cash,
       in arrears, at the rate of 0.5% per quarter (equivalent to 2.0% per annum) of the balance of
       the adjusted capital accounts of PCI Members holding Common Interests and Preferred
       CRA Interests as of the end of each fiscal quarter. The Management Fee will be calculated
       at the end of each fiscal quarter, immediately following the quarterly allocation of
       appreciation or depreciation and prior to any distributions.

       Incentive Fees

If after calculating common net capital appreciation or common net capital depreciation,
there is common net capital appreciation for a fiscal quarter (including, if there is more
than one accounting period in such fiscal quarter, all such accounting periods), an amount
of income and gain equal to 20% of the common net capital appreciation, consisting of a
pro rata portion of each item of income and gain (including tax-exempt income) (the
“Incentive Amount”) will be allocated to Pembrook Management Holdings II, LLC, an
affiliate of PMH (or to any other PCI members as have been designated in writing by
PMH), except that the Incentive Amount shall be subject to a “high water mark” or “loss
carryforward” as follows: if any PCI Member holding common interests has a balance in
such PCI Member’s adjusted net loss account, then the Incentive Amount deducted with
respect to such PCI Member for any fiscal quarter shall equal 20% of the excess of such
PCI Member’s share of the common net capital appreciation for such fiscal quarter over
the balance of such PCI Member’s adjusted net loss account as of the end of such fiscal
quarter. The “Adjusted Net Loss Account” is an account maintained by the Fund for each
PCI Member holding common interests of the total amount of losses and other negative
adjustments to the capital account of such PCI Member for all accounting periods, reduced
(but not below zero) by the total amount of income and other positive adjustments to the
capital account of such PCI Member for any accounting period in which there is a positive
balance in such PCI Adjusted Net Loss Account. The Adjusted Net Loss Account of each
PCI Member holding common interests will be adjusted in proportion to any redemptions
and transfers of interests in the Fund by such PCI Member.

Origination Fees

Pursuant to the fund management agreement, PMH may perform loan origination services
for PCI Fund, including, but not limited to, sourcing, due diligence and the negotiation and
documentation of loan transactions in connection with investments originated by PMH on
behalf of PCI Fund. Any origination fees, commitment fees, points and/or similar
compensation payable from the issuer/borrower in connection with such investments
(“Origination Fees”) are, as provided in the agreement, payable to the Manager on each
June 30th and December 31st (subject to the satisfaction of the subordination restrictions
with regard to the Preferred CRA Interests described in their respective Certificates of
Designation) in respect of any additional due diligence, underwriting and other investment
services required to be performed by PMH in connection with such investments; provided,
however, that Origination Fees received by PMH in connection with such investments are
required to be substantially similar to the fees PCI Fund would incur for the services
provided by PMH in connection with the origination of such investments from an affiliated
party.

The fee arrangements between Pembrook and PCI Fund are not the product of an arm’s
...

Item 7 – Types of Clients

Pembrook’s only clients are the Funds, each of which is a domestic limited liability company
pooled investment vehicle. The types of investors in the Pembrook Funds are generally pension
funds, commercial banks, and high net worth individuals or family offices.

The types of investors in the REIT Fund are generally high net worth individuals, as well as family
offices, trusts and endowments. Interests in the Funds may be purchased only by investors who
qualify as a “Qualified Client” within the meaning of Rule 205-3 of the Investment Advisers Act
of 1940, as amended or, subject to the discretion of the Managing Member, an “accredited
investor” as defined in Regulation D under the Securities Act of 1933, as amended (or investors
qualifying under equivalent standards under the laws of the jurisdictions of their residence).
Except as otherwise consented to by the Manager, investors must meet the eligibility criteria set
forth above and in the Funds’ subscription documents. The Manager reserves the right to reject
any subscription in its absolute, sole discretion. The minimum commitment for the REIT Fund is
$1 million, which PMH may reduce at its own discretion.

For Fund III and IV, any investor who qualifies as a “Qualified Client” within the meaning of Rule
205-3 of the Investment Advisers Act of 1940, as amended, an “accredited investor” as defined in
Regulation 501(a) of Regulation D under the Securities Act subject to the discretion of the
Manager, and a “qualified purchaser” as defined under Section 2(a)(51) of the Investment
Company Act may be considered a permissible investor. In general, natural persons must own at
least $5,000,000 in investments, and entities at least $25,000,000 in investments, in each case as
defined under the Investment Company Act. The minimum commitment for Fund III, Fund III
Preferred, Fund IV and Fund IV Preferred is $10 million, which PCIM III and PCIM IV may
reduce at its own discretion. The Manager reserves the right to reject any subscription in its
absolute, sole discretion.

It is Pembrook’s policy not to disclose private information to any other party and to confirm that
any personal information is adequately safeguarded. Individual investors will be given a Privacy
Notice upon investing in the Funds, and material changes (if any) to Pembrook’s privacy policy
will be reflected in the Privacy Notice and will be distributed to investors on an annual basis, as
necessary.