Oakwood Real Estate Partners LLC

Item 5 - Fees and Compensation

Management Fees. For its services to the Funds, the Advisers typically receive a management fee
between the annual rate of 1.25% to 1.75% of capital commitments and invested capital. The fee
is billed and paid by the Funds’ investors quarterly in advance. The Advisers may elect to waive
any portion of the management fee and may also deduct the fee from distributable cash due to
investors.

Performance Fees. Funds may be charged a performance fee based on net profit (referred herein
as the “Promote”). The Promote, if any, will be calculated and billed or allocated periodically. In
the case of the Funds, the Advisers of the Funds are entitled to receive the Promote subject to
members receiving a return of capital contributions, a stated preferred return and otherwise in
accordance with other provisions of the applicable Funds’ formation and disclosure documents.
The Promote percentage is generally no more than 20% of remaining distributable cash, after the
distributions noted above, with respect to the capital account of each investor in a Fund.

Other Fees and Expenses. The Funds, and therefore their investors, are also generally responsible
for all fund level expenses. Expenses incurred are billed to the Fund that generated the expense. In
instances where expenses are incurred related to Advisers’ management of multiple Funds (i.e.
insurance, third party compliance, etc.), the expenses are allocated pro rata to each Fund based on
the relevant Fund’s assets. Expenses billed will include but not be limited to:

     (i)         all reasonable fees and expenses of legal, accounting, investment banking, consulting,
                 research and other professional service providers relating to the Advisers’ activities,
                 investments or business and filing and similar fees paid by the Advisers on behalf of
                 the Fund, including such out-of-pocket expenses with respect to transactions that are
                 not consummated, to the extent that such expenses are not reimbursed by entities in
                 which the Fund invests or proposes to invest;

     (ii)        all custody, transfer and similar expenses incurred by the Advisers or the Fund;

     (iii)       all interest on funds borrowed by the Fund, if any subject to the terms stated in each
                 respective limited liability company agreement;

     (iv)        all taxes, if any, payable by the Advisers on behalf of the Fund;

     (v)         all travel in furtherance of the Advisers’ Fund management obligations (including
                 without limitation travel to report to members), fund administration costs, government
                 fees, audit costs, printing, legal, accounting, structuring, advisory and other fees, costs
                 and expenses incurred in connection with investments or potential investments,
                 whether or not consummated, including without limitation those related to
                 contemplated parallel investment vehicles and their contemplated investors;

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4930-3702-3275

                                                                          Part 2A of ADV Brochure for:
    Oakwood Real Estate Partners, LLC, Oakwood Multifamily Partners, LLC, and OMP Fund Manager, LLC

     (vi)        all third party expenses of operating the Funds, including taxes; fees and expenses for
                 attorneys, accountants, tax advisors, administrators, consultants, custodians, brokers,
                 banks, senior advisors, operating partners and other third-party professionals; expenses
                 relating to compliance-related matters and regulatory filings relating to the Funds
                 activities (excluding regulatory expenses of the Advisers related to registering and
                 maintaining its registration under the Advisers Act and compliance expenses of the
                 Advisers thereunder, other than those incurred in connection with regulatory filings
                 relating to the Funds activities); expenses associated with auditing and reporting;
                 expenses of other service providers; insurance; interest, and other expenses incurred in
                 respect of Fund borrowings and other credit support obligations; and other expenses
                 associated with the acquisition, settling, holding, monitoring, and disposition of
                 investments (including any brokerage, custody or hedging costs);

                 the costs and expenses of any extraordinary expenses, such as litigation and
                 indemnification costs and expenses, judgments and settlements involving a Fund or an
                 asset entity and the amount of any judgments or settlements paid in connection
                 therewith;

     (vii)       to the extent not reimbursed by an asset entity, all third-party expenses incurred in
                 connection with an investment; and

     (viii) to the extent not reimbursed by a prospective asset entity, all third party expenses,
            including any liquidated damages, reverse termination fees or other similar payments,
            incurred in connection with a proposed investment that is not ultimately made or a
            proposed disposition that is not ultimately consummated (including the portion of any
            such expenses attributed to any parallel investment vehicle or proposed co-investment
            vehicle, to the extent not paid by such parallel investment vehicle or proposed co-
            investment vehicle).

The Funds will not bear any general overhead expenses of the Advisers with respect to the Advisers
providing its services to the Funds, including office rental and salary expenses.

For some Funds, the Advisers may have a fixed fee approach with startup expenses. For these
...

Item 7 - Types of Clients

As indicated in Item 4, the Advisers provide investment advisory services to pooled investment
vehicles organized as private funds. The Principals also provide management services to Parkwood
Real Estate Partners, LLC (“PREP”) through the entity Keystone Partners I, LLC. For purposes of
registration, Keystone Partners I, LLC is listed as a financial industry related person of OREP due
to the similarity of business plans, operations and control. PREP is no longer making new
investments, and OREP will be the ongoing entity as PREP disposes of its assets.

The minimum investment in a Fund will typically be $5,000,000, although this may vary
depending on the particular investor base and portfolio assets of the relevant Fund, and the
Advisers may accept investments in a lesser amount at their sole discretion.