Description of Services and Fees TDA Inc. d/b/a TDA Investment Group is a registered investment adviser primarily based in San Mateo, California. We are organized as a corporation under the laws of the State of California. We have been providing investment advisory services since 1991. Garry James Spanner is our principal owner.
The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our" and "us" refer to TDA Inc. d/b/a TDA Investment Group and the words "you," "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm.
We are an institutional real estate management group providing asset, property and development management, real estate portfolio management, acquisition, research, and valuation for pension funds.
We do not provide individualized advice to plan participants or beneficiaries.
Real Estate Investment Management Services We manage pension funds, and originate comprehensive commercial real estate loans and commercial properties owned by our clients. Our services may include any or all of the following:
•Construction Loan Underwriting
•Permanent Loan Underwriting
•Identification and Facilitation of Potential Development Opportunities for Selected Existing Portfolio Assets
•Acquisitions and Dispositions
•Portfolio Level Management
•Mezzanine Financing Underwriting
•Preferred Equity and Venture Equity Structures
•Engagement and Monitoring of Third Party Property Managers
•Distressed Property Workouts
•Community Redevelopment and Neighborhood Planning Services
•Knowledge in LEED Building Standards Our team has an extensive knowledge base of the federal laws governing the conduct of union pension funds and has developed financial controls to account and report on operating performance. Within the parameters of the services agreement, we are charged with the strategic success of the client's real estate portfolios. Performance evaluation of each property and loan is an ongoing process when combined with the disposition and acquisition of new properties and loans to position the portfolio to its most prudent advantage.
In our fiduciary role, we have assembled a team of professionals skilled in property management, mortgage lending, construction lending, real estate acquisition, and development. Our objective is to seek the best risk-adjusted return for our client's assets. Our creativity, flexibility, and agility have been engineered to benefit the holders of significant real estate portfolios. Our emphasis on long-term relationships and innovative problem solving enhance both the value of existing assets and the reputation of our clients in the market. The TDA Investment Group team shares an operating philosophy of mutual respect, accountability, and fairness, delivering authenticity, passion, humanity, and sustainability to our clients, our communities, and our environment.
4 Fees Typically, fees paid to TDA Investment Group are calculated as a percentage of the real estate assets under management. The fee generally ranges from 0.875% to 1.5%. Additionally, hourly or fixed fees may be negotiated depending on individual client circumstances. Fees are generally payable monthly in arrears, but other payment arrangements may be negotiated based on your individual circumstances.
Termination Either party may terminate the services agreement within five business days of the date of acceptance without penalty to the client. After the five-day period, either party may terminate the agreement by providing written notice to the other party, as negotiated in the client agreement with TDA Investment Group. Typically, not less than 180 day written notice will be required. You may incur a charge for services rendered prior to such termination. If applicable, any

unearned fees will be refunded on a pro rata basis.
Non-Continuous Services You may only require advice on or assistance with a single transaction or on a single aspect of the management of your real estate resources on an as needed basis. In these instances, our fees and payment arrangements will be negotiated and set forth in the client agreement executed between us. We will not provide continuous monitoring of the account. Rather, the account will be reviewed periodically according to the terms set forth in the client agreement or upon your request. Additional reviews outside the scope of the agreement may be subject to additional fees.
For single transactions, the agreement will terminate upon completion. Otherwise, either party may terminate the services agreement within five business days of the date of acceptance without penalty. After the five-day period, either party may terminate the agreement by providing written notice to the other party. You may incur a charge for services rendered prior to such termination. If applicable, any unearned fees will be refunded on a pro rata basis.
Recommendation of Other Advisers/Investment Monitoring Services Some clients may require assistance in selecting other investment advisers and/or with monitoring the assets under management with other investment advisers. TDA Investment Group will not share in the advisory fee paid to other advisers, rather, we will charge a separate fee based on the scope of the engagement as set forth in the client agreement.
TDA Investment Group or the client may terminate the services agreement within five business days of the date of acceptance without penalty to the client. After the five-day period, either party may terminate the agreement by providing written notice to the other party. The client may incur a charge for services rendered prior to such termination. If applicable, any unearned fees will be refunded on a pro rata basis. Private Investment Fund We serve as the investment adviser to TDA Strategic Real Estate Fund, LLC, an open-end, long-term diversified real estate investment fund in which private pension funds with whom we already have long- term, pre-existing relationships, as well as private pension funds and other institutional investors with whom TDA forges new relationships, will be solicited to invest. The primary purpose of the Fund will be to make debt and equity investments, or some combination thereof, in commercial real estate and real estate related assets in the United States with a focus on investments in properties located in the Western United States. 5 The Fund is offered through a private placement memorandum and other offering documents. The fees charged by the Fund are separate and apart from any other advisory fees. You should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the Fund. Persons affiliated with our firm may have made an investment in the Fund and may have an incentive to recommend the Fund over other investments.
In our capacity as investment adviser to the Fund, we will have access to the Fund's funds and securities, and therefore have custody over such funds and securities. We provide each investor in the Fund with audited annual financial statements. If you are a Fund investor and have questions regarding the financial statements or if you did not receive a copy, contact us directly at the telephone number on the cover page of this brochure.
We will be paid a quarterly management fee which will be based on the investment value and generally ranges from 0.875% to 1.5%. There is a minimum investor commitment of $5,000,000 which may be waived at our sole discretion. Types of Investments We only provide investment advice on real property, real estate equity and loans, and limited offerings in real estate investments.
You may request that we refrain from investing in particular investments or certain types of investments. You must provide these restrictions to our firm in writing.
Assets Under Management As of September 30, 2023, we provide continuous management services for $805,618,124 in client assets on a discretionary basis.