Willis Asset Finance Management LLC

ITEM 5          FEES AND COMPENSATION

        In general, WAFM or its affiliates receive a fee or management fee (as applicable) and a
carried interest in connection with the provision of advisory services to its clients. Investors in a
Fund also bear certain expenses. Further specific details of fees or management fees (as
applicable), performance-based fees or allocations, fund expenses and fee waivers are described
below, but more fully set forth in each Fund’s respective Governing Documents. The fee structure
for the Funds are summarized below. Capitalized terms used but not defined herein have the
meanings ascribed to them in the applicable Partnership Agreement.

Finance Fund Fees

       The Finance Fund will pay WAFM a servicing fee payable quarterly in arrears and equal
to 5.0% of the aggregate amount of rents and interest income paid (or deemed paid) by each
borrower and/or lessee or its guarantor in respect of Finance Assets held, directly or indirectly, by
the Finance Fund during the quarter immediately preceding the applicable Servicing Fee due date.
The Finance Fund will also pay WAFM an origination fee (the “Origination Fee” and together
with the Servicing Fee, “Fees”) payable quarterly in arrears and equal to 0.25% of the original
principal amount of all Finance Asset loans or similar investments funded or invested in by the
Finance Fund or its subsidiaries during the quarter immediately preceding the applicable Servicing

Fee due date. Certain servicing fees received by WAFM or its affiliates below the Finance Fund
will reduce the Fee in the form of an offset as fully described in the relevant Governing Documents.

Leasing Fund Management Fees

        The Leasing Funds will pay WAFM a management fee (the “Management Fee”) payable
quarterly in arrears equal to 3.32% of the Leasing Fund’s pro rata share of an amount specified in
the Governing Documents on an annual basis. Upon a date specified in the Governing Documents
(the “Stepdown Date”), the Management Fee will be reduced and will equal 3.32% of (a) the
aggregate amount of unrecouped Bridge Financing Contributions (as defined in the Leasing Funds’
Partnership Agreements) and (b) the aggregate amount of investment contributions made (or
payable to the Fund) with respect to investments that have not been sold or completely written-off
for U.S. federal income tax purposes (such investments, “Impaired Value Investments”), in each
case, as determined on the first day of the period with respect to which a determination is being
made.

        Under the Leasing Funds’ Governing Documents, the Management Fee will be calculated
and charged on a basis that generally is not tied to the Leasing Fund’s then-current net asset value.
As further specified in the relevant Governing Documents, Management Fees will initially
generally be charged based on a formula tied to an amount specified in the Governing Documents.
However, after the Stepdown Date, the Leasing Funds’ Management Fee generally will be charged
and calculated based on a formula tied to the amount of contributed capital or the cost basis of
investments made by the Leasing Fund. As a result, except where the Governing Documents
expressly provide to the contrary, the amount of Management Fees generally will not correspond
with fluctuations in a Leasing Fund’s net asset value, including where the fair market value of an
investment exceeds or falls below the total amount of contributed capital or the cost basis relating
to such investment. Therefore, the Management Fee generally will not be reduced in connection
with any partial distributions, partial realizations, reorganizations and write downs except as
required by the relevant Governing Documents.

        The Leasing Funds’ Governing Documents set forth the full list of terms under which the
Management Fee will be reduced, offset or otherwise be limited, and consequently investors
should expect to bear the full specified Management Fee in the relevant Governing Documents
until they are reduced in the circumstances and on the date(s) specified therein.

        Under the Leasing Funds’ Governing Documents, WAFM or another WAFM entity will
be permitted to receive certain supplemental fees and other amounts (“Supplemental Fees”)
consisting of closing fees, investment banking fees, placement fees, monitoring fees, servicing
fees, administrative agency fees, consulting fees, directors’ fees and other similar fees received by
WAFM or its partners or personnel from portfolio investments or prospective portfolio
investments. The Leasing Funds’ Governing Documents generally will provide that Supplemental
Fees received by WAFM will be credited against Management Fees otherwise owed to WAFM in
a specified percentage (e.g., 100%). The remaining amount of such Supplemental Fees will be
retained by WAFM. To the extent that such an offset credit would reduce the Management Fee for
the relevant period below zero, the credit will be carried forward for future application against

payable Management Fees and if a credit remains upon liquidation, WAFM is expected to retain
the benefit, except where the Leasing Funds’ Governing Documents require payment to be made
to limited partners that have not elected to waive such amount (e.g., where an adverse tax
consequence potentially will result).

       Please refer to the relevant Governing Documents for detailed descriptions of the Fees,
Management Fees and expenses charged thereto. The WAFM generally has the authority to waive
or agree to reduce any Fee or Management Fee under the Governing Documents.

Carried Interest

        With respect to the Finance Fund, the General Partner is entitled to receive performance-
based compensation equal to (i) 15% of distributions of cash investment proceeds as carried
interest until such time the investor has achieved an annualized compounded IRR of 8.0% and (i)
...

ITEM 7         TYPES OF CLIENTS

       WAFM provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to WAFM’s related duties to and practices on behalf of its clients
and/or investors should be construed accordingly. The Funds generally include investment
partnerships or other investment entities formed under U.S. or non-U.S. laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder (the “Investment Company Act”).

        The relevant General Partner also generally is permitted to establish Funds that are
alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the Governing Documents of the related Fund.

        Fund interests are offered and sold solely to (i) “accredited investors,” as that term is
defined in Regulation D promulgated under the U.S. Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, (ii) “qualified clients” as that term is defined under
the Advisers Act, and (iii) unless waived in the sole discretion of the General Partner, “qualified
purchasers” as defined under the Investment Company Act. WAFM generally is permitted to
waive any minimum investment amount and qualification requirements in its sole discretion.