Sagehall Management LP

Item 5         Fees and Compensation
Sagehall, the General Partners, and/or their respective affiliates will receive compensation in the
form of management fees, carried interest distributions, and may receive certain other fees related
to transaction fees (such as directors, consulting, management service, advisory, transaction or
acquisition, commitment, underwriting, disposition, breakup or broken deal fees), property service
fees (such as brokerage, sales agent, property management, construction management,
development, and other property related services), and support services (such as accounting,
financial reporting, administration, tax, internal audit, legal, debt placement, technology-related
services, and other support services). In addition, the Funds and Co-Investment entities will be

charged for certain expense reimbursements. A description of fees and expenses charged to each
Fund is further described in the respective Fund Offering Documents and in the paragraphs included
below.
As an SEC-registered adviser, we are not required to include a fee schedule in a brochure that is
delivered only to qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company
Act of 1940. The terms for payment of management fees and carried interest distributions are set
forth in the respective Fund Offering Documents.

Management Fees

Generally, Sagehall is entitled to receive, quarterly in advance, a management fee calculated and
charged to or payable by the Limited Partners in the Funds. Generally, during the investment period
of each Fund, Sagehall is entitled to an amount equal to a fixed percentage on committed equity.
After the investment period, generally, the management fees will be charged as a fixed percentage
on net investment contributions. The management fee is specifically set forth in the respective Fund
Offering Documents. The General Partners reserve the right, in their sole discretion, to designate
the General Partners and certain Limited Partners as being exempted from all or some portion of
the management fee.

Incentive Compensation

Certain affiliates of the General Partners of the Funds are generally entitled to receive a distribution
of the investment proceeds as carried interest as per the terms of the respective Fund Offering
Documents. The payment of any such carried interest to such affiliates of the General Partners is
generally subject to certain conditions being satisfied with respect to an investment such as the prior
return of capital to the Limited Partners and the payment to Limited Partners of a predetermined
rate of return on their invested capital as described in the respective Fund Offering Documents. The
Funds have established a distribution waterfall describing the distribution priority. For more
information regarding the specific terms of incentive carry, please consult the respective Fund
Offering Documents.

Transaction Fees

While the General Partners are not currently charging the Funds any Transaction Fees, the General
Partners may do so in the future. The management fee will be reduced by an amount equal to 100%
of Transaction Fees. “Transaction Fees” include any cash or non-cash compensation in the form of
stock, options, warrants or other similar rights paid as directors, consulting, management service,
advisory, transaction or acquisition, commitment, underwriting, disposition, breakup or broken deal
fees or similar fees received by the General Partners, the Management Company, any Sagehall
Person and/or their respective affiliates with respect to any investment, in each case net of certain
out-of-pocket costs, expenses and other amounts as set forth in the respective Partnership
Agreement.

Third Party Co-Investment; Reliance on Third-Party Joint Venture Partners and Managers:

Joint venture partners may also be entitled to receive payments from, or allocations or performance-
based compensation (e.g., carried interest) from each respective Fund as well as such investments,
and in such circumstances, any such amounts will be treated as a Fund expense and will not, even if
they have the effect of reducing any retainers or minimum amounts otherwise payable by Sagehall,
be deemed paid to or received by Sagehall or reduce the management fee.

Organizational Expenses

The Funds will reimburse the General Partners for each respective Fund’s and its affiliated entities’
organizational and startup expenses including travel (including air travel, car or ride sharing services
and other modes of transportation), meals, lodging, printing, legal, accounting, tax, consulting,
regulatory compliance, any administrative or other filings and other organizational expenses
incurred in connection with the organization, funding and start-up of the Funds, the General Partners
or any affiliated management company or carry entity. The General Partners will bear the cost
(through an offset against the management fee or otherwise) of all such organizational expenses in
excess of an organizational expense cap, if any.

Fund Expenses

The Funds will pay, or reimburse the General Partners or any other Person advancing payment for,
all fees, costs, expenses, liabilities and obligations relating to the Funds’ and/or its subsidiaries’
activities, business, subsidiaries or actual or potential portfolio investments (to the extent not borne
or reimbursed by a subsidiary or a portfolio investment or potential portfolio investment), including
all fees, costs, expenses, liabilities and obligations (referred to collectively in this definition as
“costs”) relating or attributable to: (i) activities with respect to the origination, identification and
sourcing of investment opportunities for the Funds, including attending industry conferences and
events, meeting with consultants, finders, broker‐dealers, investment banks and other sources of
investments and developing and maintaining an investment pipeline; (ii) activities with respect to
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Types of Clients

Sagehall provides investment advisory services to the Funds, which seek to invest in equity and
debt interests in real estate and real estate‐related assets. Investors in the Funds may include, but are
not limited to, pension plans, endowments, foreign institutions, corporate and business entities, and
foundations, trusts, and high net worth individuals. The minimum commitment of a limited partner
(collectively, the “Limited Partners”) is $5 million, although individual commitments of lesser
amounts may be accepted at the discretion of the General Partners. Unless any of the following
requirements are waived in the sole discretion of the General Partners, prospective investors in the
Funds must be, among other things, (i) “accredited investors,” as that term is defined in Regulation
D of the Securities Act, (ii) “qualified purchasers,” as that term is defined in Section 2(a)(51)(A) of
the Investment Company Act, and (iii) otherwise qualified to invest under applicable law.

Side Letters

The Funds or the General Partners, without any further act, approval or vote of any Partner, will
enter into side letters or other similar agreements with certain Limited Partners that have the effect
of establishing rights under, or altering or supplementing the terms of, the Partnership Agreements
with respect to certain Limited Partners. Costs attributable to the negotiations and preparation of
such side letters or similar agreements (including pursuant to any “most-favored-nations” process)
will be borne by the Funds as a Fund Expense.