TDI Real Estate Holdings LLC

Item 5 – Fees and Compensation

Fees

We, or affiliated entities, receive asset management, acquisition, disposition and performance
fees in connection with investment advisory services provided to the Funds. Certain Funds may
also pay pursuit fees.

      Asset management fees are generally payable monthly, in arrears, on the first day of
       each calendar month and are calculated as a percentage of the total costs committed to
       individual real estate investments made by the Funds.
      Acquisition fees are generally payable at the closing of an acquisition by the Funds and
       are calculated as a percentage of the gross purchase price of the acquired asset.
      Disposition fees are generally payable at the closing of the sale or other disposition of
       any asset by the Funds and are calculated as a percentage of the gross sales price of the
       disposed of asset.
      Pursuit fees are calculated as a percentage of the total costs for any project initiated by
       the Funds and are payable on either the start date of a new Fund project or the date on
       which a first funding for construction or renovation activities begins.

The Funds also pay performance fees, which are discussed in Item 6, below.

Fees are generally negotiated with the Funds and may be waived or reduced in accordance with
the provisions of the governing documents applicable to the Funds. Additional details about
the fees paid by any of the Funds are set forth in the governing documents applicable to the
Funds.

Expenses

In addition to the fees discussed above, the Funds pay a variety of expenses which are
discussed in each of the governing documents applicable to the Funds. These expenses
typically include legal, accounting, investment banking, independent financial consulting,
litigation, brokerage, registration, and other fees and expenses necessary or appropriate for
carrying out the activities of the Funds. The Funds may also incur abandoned project pursuit
costs, acquisition costs, construction management fees, development management fees, hard
construction costs, preliminary pursuit costs, and pursuit costs.

Certain of these expenses may be paid to an affiliate of TDI or the Relying Advisers as discussed
elsewhere in this brochure.

Neither we nor any of our supervised persons accept compensation for the sale of securities or
other investment products.

Item 7 – Types of Clients

We provide investment advisory services to only pooled investment vehicles operating as
private investment funds. Each investor in the Funds must meet the eligibility provisions
outlined in Item 4 above. All investments in the Funds may be subject to a minimum initial
investment amount per investor, subject to increase, decrease or waiver at our discretion, the
terms of which are set forth in the governing documents applicable to the Funds.