True North Management Group LLC

Item 5: Fees and Compensation

Fees Generally

       Fees for real estate investment management services are typically negotiated on a
case-by-case basis depending on the type of investment being considered and the depth of
services being provided.

        A Management Fee is typically paid to True North by each Private Fund as
specified in such Private Fund’s governing documents. The fees and other compensation
payable to True North may vary from fund to fund, and have typically conformed with the
following schedule: 1.5% of committed capital during the Fund’s investment period (as
defined in each fund’s governing documents) and, later, 1.5% of net equity invested in the
fund. In certain cases, investors making very large commitments (typically in excess of
$100 million), may be charged a lower fee. Typically, Co-Investment/Sidecar entities pay
a lower fee. Such fees are paid to True North quarterly and in advance and typically
deducted from the account. Co-Investment/Sidecar fees are paid quarterly in arrears. In
the event of a termination of management services, the amount of prepaid management
fees would be calculated and promptly refunded.

Performance-Based Distributions

        Distributions to the Private Funds are also net of performance-based distributions
that are paid to True North affiliates, discussed more fully in Item 6, below.

Managing Member Commitment

       The Managing Member does not pay a Management Fee or carried interest to True
North with respect to the Managing Member’s Commitment in the Private Funds.

Other Fees or Expenses

        Each Fund will typically bear all other costs and expenses of the Fund, which may
include, without limitation, the fees and expenses owed to the placement agents and
financial advisors in connection with the formation of a Fund, legal, auditing, consulting,
financing, accounting and custodian fees and expenses; expenses of the members of the
Fund’s Investment Committee; other expenses associated with the acquisition, holding and
disposition of its investments, including extraordinary expenses (such as litigation, if any)
and any taxes, fees or other governmental charges levied against the Fund. For a discussion
of additional transaction and brokerage costs that may be incurred by the Fund, please see
Item 12 below.

        Neither True North nor any of its supervised persons accepts compensation for the
sale of securities or other investment products, including asset-based sales charges or
service fees from the sale of mutual funds.

Item 6: Performance-Based Distributions and Side-By-Side Management

         The Managing Member of each Private Fund will typically receive varying
distributions depending on the performance of the Private Fund. These distributions are
paid to the Managing Member at the appropriate level within the Private Fund’s
distribution hierarchy (i.e., waterfall), which is set forth in the Private Fund’s limited
liability company agreement or limited partnership agreement, as appropriate. These
distributions are referred to as the Managing Member’s carried interest, and, depending on
the Private Fund, may occur on an investment-by-investment basis after all capital
contributed for such investment is returned and a specific preferred return on such
investment is realized and paid to the relevant Private Fund’s members. The performance-
based distribution target is typically between 8.75% to 20% of the Private Fund’s profits
(including cash flow from operating the asset and cash received from selling or refinancing
the asset) subject to certain limitations, including preferred return hurdles or other hurdles
depending on the particular Private Fund. In any case, the total amount of carried interest
distributed to True North is limited to that which would be due to True North if all
individual investments were aggregated into one single investment. True North typically
withholds a portion of any performance-based distributions paid on an investment-by-
investment basis to ensure that the total of all performance-based distributions paid for a
Private Fund are consistent with the overall returns of that Private Fund.

        Certain supervised persons of True North have an ownership interest in one or more
of the Managing Members, and may therefore receive a portion of the carried interest for
each Private Fund. This distribution arrangement may create an incentive for True North
to dedicate increased resources and allocate more profitable investment opportunities to a
Private Fund that pays higher fees over one that pays lower fees. Performance-based
distributions may also incentivize True North to make more speculative investments than
it would otherwise make in the absence of such performance-based distributions. True
North has procedures designed and implemented to prevent this potential conflict from
influencing the allocation of investment opportunities among clients. In particular, True
North mitigates this conflict by subordinating the performance-based distributions behind
certain minimum returns to clients. In addition, Private Fund agreements often require True
North to invest alongside Private Fund investors in amounts that are significant to True
North principals as a further alignment of interests. Moreover, as discussed in Item 11, as
a fiduciary, True North endeavors to place client interests ahead of its own in all
investment-related decisions.

Item 7: Types of Clients

        For purposes of this brochure, the Funds, and not the investors in the Funds, are
considered True North’s clients. True North currently provides investment advice to the
Funds, as discussed in Item 4, above. True North may advise different types of clients in
the future.

        Each investor in the Funds (“Investor”) must generally be an “accredited investor”
as defined in Regulation D under the Securities Act of 1933, as amended (“Securities Act”).
Additional or different restrictions may apply, and are set forth in the offering or
organizational documents for each Fund. The minimum commitment for an Investor in the
Funds generally is $10 million and the minimum commitments for the Feeder Funds is
$100,000, although in certain cases smaller commitments may be accepted in the discretion
of the applicable Managing Member.