Cayetano Development LLC

Item 5.          Fees and Compensation

For our services to the Funds, the firm generally charges fees as described below.

Management Fees and Allocation:

Cayetano and its affiliates charge management fees to each Fund as described in each Fund’s
governing documents. Typically, each Fund has development fees, construction management
fees and loan servicing fees. The development fees are based on a dollar amount per
subdivided lot developed out of the respective property developed through each fund. The
construction management fees are payable to the respective Funds’ general partner based on
the percentage of completion of the development of the property. The timing of fee payments
is set forth in the relevant Fund’s governing documents. The development fee and the
construction management fee are payable, in arrears, to the respective Funds’ general partner
on a monthly basis, pro rata based on the percentage of completion of the development of the
property. For example, when the development of the property as a subdivision is 50 percent
complete, the aggregate monthly payments to the general partner is 50 percent of the total
agreed upon development fee and the construction management fee.

Loan servicing fees are calculated monthly by the Accounting Team and reviewed and
approved by the Chief Compliance Officer in his capacity as Chief Financial Officer. The
loan servicing fees are based on a predetermined dollar amount per mortgage note receivable
originated from the sale of the subdivided lots out of the respective property developed
through each fund. The loan servicing fees are paid to the respective Funds’ general partner
on a monthly basis. In addition, Management fees may be waived or reduced for any investor,
at the general partner’s discretion.

Carried Interest
Subject to the specific provisions contained in each Fund’s governing documents, in addition
to the payment of management fees, the Funds (and indirectly the investors in such funds)
are required to pay to the applicable general partner performance-based compensation in the
form of carried interest with respect to distributions to be made to investors in the applicable
Fund. Carried interest is allocated and paid pursuant to a distribution waterfall typically after
investors based on distributable property/investor loans, as described in Fund governing
documents. Generally, until the distributable property/investors loans have been paid in full,
90 percent of all distributions of cash (100 percent for certain funds of earlier vintage) or
other property are made to investors to be applied against the accrued interest and principal
of the investors loan. Thereafter, 100 percent of the distributable property is distributed to the
investors on a pro rata basis in accordance with the investor's then current percentage of
interest in the Fund.

Limited Partners should refer to the appropriate Fund offering documents for detailed
information regarding fees and fee offsets. It is also important to note that any new Fund
launched by Cayetano may have similar or materially different terms than those summarized
above.

Other Fees, Expenses and Off-Sets

Since Cayetano also serves as the developer, general contractor, construction manager,
mortgage originator and loan servicer, it typically charges the following additional fees:

Paid by the Funds:

Per lot sales commission fee

Paid by Customer:

Per lot closing fee

GENERAL INFORMATION:

Investments in Funds: The General Partner for each Fund is affiliated with Cayetano through
common ownership and control as well as shared executive officers. The General Partner of
each Fund and/or the principals of Cayetano will generally participate in the Fund’s
investments by investing assets directly in the Fund.

Investors must understand the proposed method of compensation and its risks prior to
investing in any of the Funds. Prospective investors in any new Fund launched by Cayetano
should refer to the appropriate Fund offering and organizational documents for information
regarding the fees charged by Cayetano, as the fees and off-sets may differ materially from
the description contained herein and from fund to fund based on the purpose and
circumstances of each fund.

Lock-Up: Except as set forth in the applicable Fund’s offering documents, an investor in any
one of the Funds generally may not rescind any part of its capital commitment or otherwise
withdraw from any of the Funds. Private Equity Fund investing is for those who can afford
to have capital locked up for long periods of time and who are able to bear the risk of
significant losses.

Investors in each Fund should refer to the appropriate Fund's partnership agreement and
offering documents for complete information regarding lock-ups and penalties or other
consequences for failure to observe capital calls made by the Fund.

Side Letters: Cayetano, or each Fund’s General Partner, as appropriate, may waive or modify
certain terms of investment for certain large or strategic investors, in side letters or otherwise.

Allocation of Fees and Expenses: As a fiduciary to the Funds, Cayetano seeks to act in the
best interest of the Funds at all times. Among other things, this includes responsible
stewardship of the Funds’ assets. To the extent reasonably possible, therefore, Cayetano seeks
to keep Fund costs reasonable and to avoid unnecessary or excessive expenses. In addition,
Cayetano seeks to ensure that any expenses allocated to the Funds and portfolio investments
of the funds include only those expenses actually incurred by the Funds or relevant portfolio
investments.

Expenses and fees that may be incurred by the Funds and portfolio investments are generally
described in the Funds’ offering documents and summarized in this Form ADV, Part 2A. In
general, Cayetano may not allocate any expense to a Fund or a portfolio investment where
such expense has been explicitly prohibited by the Fund’s organizational and offering
...

Item 7.        Types of Clients

We provide investment management services to a number of private equity funds.

There is no minimum required aggregate capital commitment to the Funds, unless
otherwise specified in the applicable Fund’s offering and organizational documents. Any
such terms, if applicable, will be clearly set forth in those documents. The size of our future
Funds may be smaller or larger than historical amounts.

Prospective investors in any new Fund launched by Cayetano should refer to the
appropriate Fund offering documents for information regarding that Fund’s minimum
required capital commitment and any additional qualifications required for investment.