VILA LLC

ITEM 5. FEES AND COMPENSATION

The Adviser’s compensation for each Venture is specified in that Venture’s governing documents,
which have been established through negotiations with the Venture’s lead investor. The Adviser’s
compensation consists primarily of a quarterly asset management fee (an “Asset Management Fee”),
and a participation in the Venture’s cash flow and/or profits in excess of specified return thresholds
(a “Promote”).

Each Venture’s Asset Management Fees is calculated as a percentage of the Venture’s gross asset
value as of specified calculation dates. The Adviser will either deduct the quarterly Asset
Management Fee from the Venture’s assets, or call capital from the Venture’s investors to pay the
Asset Management Fees, depending on whether the Venture has sufficient working capital to pay
the fee. Asset Management Fees will be payable quarterly in arrears for the duration of the Venture.

The Promote for a Venture will consist of a percentage of the Venture’s distributions of cash flow
to its investors in excess of an agreed upon internal rate of return, as well as a percentage of the
unrealized appreciation in the aggregate value of the Venture’s assets, under specified
circumstances and using specified valuation procedures. The percentage participation in such
distributions (and appreciation) will increase as specified investor return targets are met.

The Ventures’ governing documents provide that the Promote will be distributed (directly or
indirectly) to entities owned by officers and employees of the Adviser and its affiliates and/or
entities and individuals that have provided capital (directly or indirectly) for the Sponsor Investment
will receive some or all of the Promote. Venture Agreements also provide that some or all of those
other entities might bear the Promote and/or Asset Management Fees.

Where the Adviser has sourced the opportunity for a Venture to acquire a property, the Adviser
receives an acquisition fee from the Venture, calculated as a percentage of the property’s purchase
price (an “Acquisition Fee”). Acquisition Fees may be payable at the closing of each covered
acquisition through a capital call from each Venture’s investors, or may be net with capital calls
from the entities that provide capital for the Sponsor Investment.

The Adviser expects the Ventures to acquire Real Estate Services from certain affiliates of the
Adviser and to pay fees to those affiliates. Those fees will generally be determined on an ad hoc
basis, at what the Adviser considers to be market rates, and will generally be subject to approval by
a Venture’s unaffiliated investors (or a single lead investor) or an independent committee or
representative.

ITEM 7. TYPES OF CLIENTS

The Adviser currently expects its clients to consist only of Ventures and entities that make Sponsor
Investments in Ventures. It currently expects the majority of the capital in each Venture to be
invested by a single institutional investor or group of related investors, acting as the lead investor,
with the Sponsor Investment made by such other entities, generally related to and/or or managed by
the Adviser. Lead investors may include public or private pension and profit-sharing plans,
investment partnerships, sovereign wealth funds, banks or other financial institutions, other
investment entities, university endowments, and family offices. Ventures will typically be organized
as limited liability companies or limited partnerships of which the Adviser or an affiliate is the
managing member or the general partner. Entities that contribute to making Sponsor Investments
in Ventures may include (directly or indirectly through pooled vehicles) principals or other
employees of the Adviser, its associates or other related persons and members of their families,
other service providers retained by the Adviser or its affiliates, and other pooled investment vehicles
or institutional investors. Ventures may be formed under U.S. or non-U.S. laws and will not be
required to be registered under the Investment Company Act of 1940, as amended.

To the extent a Venture has a minimum investment amount, that amount will be set forth in the
relevant governing documents.