Sullivan Realty Capital LLC

Item 5 – Fees and Compensation

Management Fees

Pursuant to its investment management agreement, each Client pays us management fees based on
either capital commitments or invested capital, depending on the Client’s investment stage and its
governing documents. In some cases, we may, in our sole and absolute discretion, waive, reduce,
or delay payment of management fees related to any fiscal quarter. Our affiliates that invest in a
Client generally do not pay any management fees.

We generally deduct management fees and expenses directly from Client assets and, accordingly,
from the capital accounts of the Client’s investors. The details of how the management fee is
calculated may be found in a Client’s confidential offering memorandum or its limited partnership
agreement, or both, in each case, as provided to investors.

If the general partner of a Client is removed as general partner without cause pursuant to the terms
of the Client’s limited partnership agreement, the investment advisory agreement will terminate.
If the effective date of the termination of the investment advisory agreement or the Client’s
dissolution is not the last day of a calendar quarter, the management fee for the quarterly period
during which termination or dissolution occurs will be prorated based on the number of days during
the quarterly period that the investment advisory agreement was in effect or the Client was not
dissolved, and we will return to investors in the Client any excess of the amount of the management
fee that was previously received with respect to the quarterly period over the prorated amount.

Origination and Acquisition Fees

For some of our Clients, the Advisor may receive origination, acquisition and exit fees in
connection with Client transactions. In situations in which the Advisor receives these fees, the
Advisor’s compensation may be subject to a setoff. For other Clients, origination, acquisition and
exit fees are paid to the Client (other than, as set forth in the limited partnership agreement of the
applicable Client, (i) any amount payable to any person that is not the Client, a subsidiary of the
Client, the general partner of the Client, the Advisor or any of their affiliates (for example, amounts
payable to brokers); (ii) portions of origination and/or exit fees payable to any employee of an
affiliate of the Advisor for the performance of services in connection with the origination of an
investment (provided that neither Messrs. Shatz, Zegen nor Adam Tantleff shall be entitled to
receive portions of origination and/or exit fees for deals originated by such individual); or (iii) any
amount attributable to participations in investments that are entered into with any other party.

Fees and Cost Reimbursements from Borrowers

The Advisor or its affiliates may receive directly or indirectly from borrowers annual loan
servicing fees, and loan underwriting fees with respect to the consummation of investments,
construction monitoring fees for construction loans, fees at market rates for in-house legal services
and, fees to act as a title agent in (or hold an interest in a title agent for purposes of) facilitating
and issuing title insurance in connection with investments, and other similar loan-related fees and
cost reimbursements with respect to investments. These fees and cost reimbursements with respect

to an investment (a) may initially be paid by a borrower to a subsidiary of a Fund, which shall in
turn pay the amount of such fee or reimbursement to the Advisor or its affiliate and (b) shall not
offset the asset management fee.

Expenses

Except as otherwise set forth in the limited partnership agreement of each Client, we are
responsible for the following ordinary day-to-day expenses incidental to the administration of each
Client: (i) the compensation and benefits of the employees of the general partner of each Client
and the Advisor and payroll taxes relating thereto and (ii) the rent and general office overhead of
the Advisor and the general partner of each Client, including clerical, office supplies, office
equipment, and other like expenses.

In addition to management fees, carried interest and out-of-pocket investment costs, such as
brokerage commissions and finders’ fees and transfer taxes, each Client will bear all other costs
and expenses of its activities, including but not limited to: all expenses of the Client relating to
investigating, acquiring, monitoring, operating, managing, constructing, rehabilitating, zoning,
marketing and marketing events, advertising, public relations, financing, and disposing of
investments (including dead-deal and pursuit costs and expenses, travel, and other out-of-pocket
expenses, regardless of whether or not the potential investment is acquired or the investment is
disposed of); an allocable portion of the Advisor’s general marketing (including marketing events),
advertising and public relations expenses (other than such expenses that are specifically
attributable to a specific Client); fees and disbursements to third parties relating to any audit and
accounting or bookkeeping or tax services with respect to the books and records of the Client
including, without limitation, the preparation of the periodic reports required to be delivered under
the limited partnership agreement of the Client, tax advice, tax projections, tax returns and
Schedules K-1’s, the costs of verifying distributions, models, valuations and tax allocations; fees
and disbursements of attorneys, consultants, engineers, accountants, tax advisors, bookkeepers,
administrators, custodians, depositaries, third-party appraisers, third-party loan servicers, third-
party providers of origination services, third-party fund administrators, third-party asset managers,
third-party asset underwriters, and other third-party service providers (including legal fees in
connection with any legal opinions required to be delivered by or on behalf of the Client), other
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Item 7 – Types of Clients

As described in Item 4 of this firm brochure, the Advisor generally provides investment advice to
the Clients. Our services to a Fund are subject to the direction and control of the general partner
of the respective Fund, our affiliates. Investors in a Fund may include both domestic and
international pension funds, endowments, foundations, funds of funds, and high net worth families
and individuals. Investors in a Fund generally are required to qualify as accredited investors within
the meaning of rule 501 of Regulation D under the Securities Act of 1933, as qualified purchasers
within the meaning of section 2(a)(51) of the Investment Company Act of 1940, and as qualified
clients within the meaning of rule 205-3 under the Investment Advisers Act of 1940. In addition,
investors in a Fund are required to meet other eligibility criteria established by its general partner.

The Advisor will also provide investment management services to separately managed accounts
that are institutional investors. Examples may include corporations, insurance companies, pension
or profit sharing plans, or other businesses.