CW Investment Advisers LLC

ITEM 5.     FEES AND COMPENSATION

A.   Investment Management Fee

     The Adviser charges each Client an investment management fee at a rate of up to two
     percent (2.0%) per annum of the Client’s net asset value of the Client’s Portfolio (“NAV”)
     calculated in accordance with the Adviser’s valuation policies or other agreed-upon
     generally accepted metrics described in the applicable Advisory Agreement.

     With respect to Cottonwood Funds that allocate the obligation to pay the investment
     management fee to their Investors, with the consent of the Adviser, the applicable
     Cottonwood Fund GP will from time to time reduce the portion of the investment
     management fee allocable to an Investor in accordance with the terms of the Cottonwood
     Fund’s Governing Documents (as defined below), which agreement the Adviser will honor.

     The investment management fee is generally calculated, charged, and invoiced quarterly
     in arrears and paid by the Client. The investment management fee applicable to a Client’s
     separately managed account may be calculated, charged, and invoiced when the Portfolio
     is repaid or sold. In the event the entire Portfolio is repaid or sold, or if the applicable
     Advisory Agreement is terminated before the end of a calendar quarter, we will prorate our
     fee on a daily basis and refund to the Client the unearned portion of our fee, if any. A
     refund of our fee will typically be made within ten (10) business days after the settlement
     of the repayment or sale, as applicable, of the Investment(s), or termination of the Advisory
     Agreement.

B.   Other Fees Payable to the Adviser and its Affiliates

     The Client will also pay the Adviser: (i) an origination fee with respect to Debt Investments
     originated by the Client in an amount not to exceed one percent (1%) of the maximum loan
     amount; (ii) an acquisition fee with respect to existing Debt Investments acquired from
     third parties in an amount not to exceed one percent (1%) of the gross purchase price of
     such Investment; and (iii) an acquisition fee with respect to Equity Investments in an
     amount not to exceed one percent (1%) of the gross purchase price of such Investment.

     Each Client may be subject to regulatory fees, transaction costs, custodian and
     sub-custodian fees, professional fees, consulting fees, insurance premiums, deductibles and
     retainage, interest and other loan and financing fees, reasonable travel costs, and other costs
     and expenses incurred in connection with the investigation, research, diligence, evaluation,
     acquisition, financing, ownership, monitoring, managing, operating and disposing of
     Projects, regardless of whether the Client realizes any profits. Each Client will also
     reimburse the Adviser for a proportionate share of fees and costs of third-party service
     providers, such as insurance premium payments and fees and costs payable to a compliance
     consultant retained to assist the Adviser with its regulatory compliance obligations. The
     Client will reimburse the Adviser for reasonable travel expenses incurred in carrying out
     its duties under the applicable Advisory Agreement. Travel expenses incurred on behalf
     of multiple Clients will be equitably allocated among the applicable Clients. Each Project
     is subject to development management fees, property management fees, leasing
     commissions, sale commissions, and financing origination fees payable to third parties. In

negotiating fees payable to third-party service providers, we make commercially
reasonable efforts to minimize those costs. Subject to the private placement memorandum
(the “PPM”), organizational documents and other related documents (collectively, the
“Governing Documents”) of the applicable Client, an affiliate of the Adviser will receive
arm’s-length compensation for any services (that would otherwise be provided by a
third-party) that it provides to a Project in which one or more Clients have invested. We
do not typically charge a set-up fee.

In certain cases, a co-investment vehicle, a parallel vehicle or other similar vehicle
established to facilitate the investment by one or more Investors of a Client alongside such
Client (“Co-Investor”) may participate in the origination or acquisition of an Investment.
In these cases, the Adviser will enter into a separate Advisory Agreement with each Co-
Investor that entitles the Adviser to: (x) receive performance-based compensation,
management fees or similar fees from Co-Investors and their respective Investors, if any;
and (y) collect customary fees in connection with actual or contemplated Investments that
are the subject to co-investment arrangements.

The Co-Investor will typically bear all expenses related to the organization, formation, and
operation of the Co-Investor. Generally, each Client, including any Co-Investor, will bear
its pro rata portion of expenses incurred in the making of an Investment. If an Investment
is not made, the full amount of any expenses relating to such contemplated Investment,
including termination fees, extraordinary expenses, such as litigation costs and judgments,
and other expenses, will generally be borne by the applicable Client. Similarly,
Co-Investors will not be allocated any share of break-up or termination fees paid or
received in connection with such contemplated transaction.

Neither the Adviser nor its supervised persons accept compensation for the sale of
securities or other investment products.

A Client may originate an Investment that the Adviser has arranged through brokers or
agents not affiliated with the Adviser.

ITEM 7.     TYPES OF CLIENTS

     We expect to provide Advisory Services solely to clients engaged primarily in the business
     of originating and acquiring Debt Investments, and making Equity Investments, directly or
     indirectly, in commercial real estate Projects located in the United States.

      Important Notice

      This Brochure may be provided to prospective Investors in an existing or prospective
      Client, together with the specific Client’s Governing Documents, in connection with
      the prospective Investor’s consideration of an investment in the Client. While this
      Brochure may include information about the Client to which the Adviser provides
      investment advice, it does not represent a complete discussion of the features, risks, or
      conflicts associated with an investment in the Client. More complete information is
      included in the applicable PPM and Governing Documents of the Client.

      In no event should this Brochure be considered an offer of equity interests in any
      Client or be relied upon in determining whether to invest in such Client. It is also
      not an offer of, or agreement to provide, Advisory Services directly to any Investor
      or any other persons or entities that are not Clients. Rather, this Brochure is
      designed only to provide information about us to comply with regulatory requirements
      under the Advisers Act. Information in this Brochure may differ from the information
      provided in the PPM. If there is any conflict between the information in this Brochure
      and similar information in the PPM, Investors should rely on the information in the
      PPM with respect to their investment in such Client.