C-III Investment Management LLC

ITEM 5: FEES AND COMPENSATION

   A. COMPENSATION

      C-III is compensated pursuant to the terms of the Investment Advisory Agreements, the CDO
      Management Agreement and the CDO Administration Agreements. C-III’s fees are paid (i) with
      respect to each Fund, directly by the Fund, (ii) with respect to the Account, either directly by the
      owner of the Account or by the Account’s investment manager, and (iii) with respect to each CDO,
      directly by the issuer of such CDO.

      FUNDS

      As compensation for investment supervisory and advisory services rendered to the Funds, C3IM
      receives from each such Fund an advisory fee (a “Management Fee”) calculated as described
      below. Management Fees paid by a Fund are indirectly borne by investors in such Fund. Capitalized
      terms used below and not defined herein have the meanings ascribed to such terms as defined in
      the applicable Fund Governing Document.

      For RF II, C3IM is entitled to receive an annual Management Fee, payable quarterly in advance,
      equal to (a) during the Commitment Period, the sum of (i) 1% per annum of the uncalled aggregate
      Capital Commitments plus (ii) 1.5% per annum of the aggregate Capital Contributions in respect
      of Investments other than Investments (or portions thereof) that have been disposed or written off
      and (b) after the Commitment Period, the sum of (i) 1% per annum of the uncalled aggregate Capital
      Commitments intended to be called with respect to any transaction in progress plus (ii) 1.5% per
      annum of aggregate Capital Contributions of RF II’s Partners other than Capital Contributions in
      respect of Investments that have been disposed or written off.

      For RF II COIV, C3IM is entitled to receive an annual Management Fee, payable quarterly in
      advance, at an annual rate equal to 1.0% of the Net Adjusted Capital Contributions of each RF II
      COIV Partner.

      For RF II COIV (NY2), C3IM is entitled to receive an annual Management Fee, payable quarterly
      in advance, at an annual rate equal to 1.0% of the Net Adjusted Capital Contributions of each RF
      II COIV (NY2) Partner.

For RF III, C3IM is entitled to receive an annual Management Fee, payable quarterly in advance,
equal to (a) during the Commitment Period, the sum of (i) 1% per annum of the uncalled aggregate
Capital Commitments plus (ii) 1.5% per annum of the aggregate Capital Contributions in respect
of Investments other than Investments (or portions thereof) that have been disposed or written off
and (b) after the Commitment Period, the sum of (i) 1% per annum of the uncalled aggregate Capital
Commitments intended to be called with respect to any transaction in progress plus (ii) 1.5% per
annum of aggregate Capital Contributions of RF III’s Partners other than capital contributions in
respect of Investments that have been disposed or written off.

For HYREDF IV, C3IM is entitled to receive a Management Fee, payable quarterly in arrears,
equal to 0.3125% (i.e., an annual rate of 1.25%) of the daily weighted average of the lesser of (a)
the amount of Capital Contributions invested in Investments during such quarter, excluding (if
applicable) the amount of Capital Contributions invested in any Investment that had been written
off prior to the first day of such quarter, and (b) the excess of (x) the gross Fair Value of all
Investments owned during such quarter over (y) the amount of Indebtedness encumbering such
Investments.

C3IM has designated a portion of the Management Fee payable to it by RF II, RF III and HYREDF
IV as a reimbursement of the placement fee paid by C-III Parent to Anubis Securities LLC
(“Anubis”), an indirect wholly-owned subsidiary of ICG that is a broker-dealer registered with the
SEC, all 50 states and the District of Columbia and a member of the Financial Industry Regulatory
Authority (“FINRA”).

In addition, each General Partner is entitled to receive a carried interest (or promote) in its
respective Fund in an amount ranging from a minimum of 15% (for HYREDF IV) and 20% (for
RF II, RF II COIV, RF II COIV (NY2) and RF III) of the profits of, or distributions made by, the
Fund, generally after the investors in such Fund receive distributions equal to their capital
contributions and, if applicable, a preferred return thereon. C3IM does not directly receive any
portion of a Fund’s carried interest (or promote). Please refer to Item 6: Performance-Based Fees
and Side-by-Side Management for additional information regarding performance-based
compensation.

Certain investors in the Funds may pay no (or a reduced) Management Fee or carried interest in
connection with their investment in a Fund. Notwithstanding that these investors will pay no (or a
reduced) Management Fee or carried interest, these investors will bear their pro rata share of Fund
expenses.

C3IM is responsible for its own operating expenses incurred in the performance of its obligations
under each Investment Advisory Agreement. C3IM is entitled to reimbursement by a Fund for
operating expenses of such Fund (as described below under “Additional Fees and Expenses”)
paid by C3IM.

Each Investment Advisory Agreement may be terminated by either C3IM or the Fund (or its
respective General Partner) upon 30 days’ prior written notice to the other party.

THE ACCOUNT

The Investment Advisory Agreement for the Account sets forth the Management Fee and/or
incentive fee to be paid to C-III SAM. Capitalized terms used below and not defined herein have
the meanings ascribed to such terms as defined in the Investment Advisory Agreement.

   C-III SAM is entitled to receive a Management Fee, payable quarterly in arrears, equal to 0.3125%
   (i.e., an annual rate of 1.25%) of the daily weighted average Capital Contributions invested in
   Investments, excluding (if applicable) the amount of Capital Contributions invested in any
...

ITEM 7: TYPES OF CLIENTS

C-III provides investment advisory services to its Clients. If applicable, the minimum capital commitment
for each Client or each investor in a Client is set forth in the applicable Client’s Governing Documents and
other documents provided to Clients or eligible prospective investors. For a Client that is a Fund or a CDO,
interests in such Client are offered only to persons that are (i) “accredited investors,” as defined in
Regulation D under the Securities Act and (ii) either “qualified purchasers” or “knowledgeable employees,”
each as defined in the Investment Company Act and the rules thereunder. For the Account (or the investment
manager of the Account), the owner of the Account will satisfy similar requirements. The investors in a
Client (or in the case of the Account, the owner of the Account) include pension funds, high net worth
individuals, insurance companies, investment banks, banks, trusts, endowments and other collective
investment vehicles in which the foregoing invest.

For a Client that is a Fund or a CDO, an investor in such Client executes agreements with the applicable
Client (either directly or by executing a subscription agreement for such Client) in connection with its
investment. An investor is not permitted to withdraw or redeem from a Client prior to its dissolution, except
as provided in the Fund’s or CDO’s Governing Documents.

The Account (or the investment manager of the Account), the Account will execute an Investment Advisory
Agreement with C-III SAM. The Investment Advisory Agreement will set forth the terms by which the
owner of the Account (or its investment manager) may withdraw funds from the Account.

C-III and/or a General Partner (either on its own behalf and/or on behalf of such Fund), without any act,
approval or vote of any other Fund investor, has (and in the future may) enter into letter agreements or other
similar agreements (each, a “Side Letter”) with one or more Fund investors that has the effect of
establishing rights under, or altering or supplementing the terms of, a Fund’s Governing Documents. Any
rights established, or any terms of such Fund Governing Document altered or supplemented, in a Side Letter
with a Fund investor govern, notwithstanding any other provision of such Fund’s Governing Documents.

As a result of Side Letters, certain investors in a Fund may receive additional benefits that other Fund
investors will not receive, which may include different fee structures and other preferential economic rights
(such as, rights to reduced or waived management fees or performance-based compensation), information
and reporting rights, excuse or exclusion rights, waiver of certain confidentiality obligations, co-investment
rights, certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a
particular investor, additional obligations and restrictions with respect to structuring particular investments
in light of the legal and regulatory considerations applicable to a particular investor, veto rights and liquidity
or transfer rights. Except as otherwise agreed to with an investor in a Fund or as required by applicable law,
rule or regulation, neither C-III nor a General Partner will be required to notify any other investor in the
Fund of the existence of any Side Letter or any of the rights, terms or provisions thereof, and neither C-III
nor a General Partner will be required to offer such additional or different rights or terms to any other Fund
investor. No Investor in a Fund will have recourse against such Fund, its general partner, C-III or any of
their respective affiliates in the event that one or more investors in the Fund receive additional or different
rights or terms pursuant to any Side Letter. For more information regarding Side Letters please see Item