Regis Metro Associates Inc

Item 5. Fees and Compensation

Investment and Advisory Clients and Separate Accounts

RMA's compensation (asset management fees) for investment advisory services (e.g., sourcing,
underwriting, asset management and reporting) is negotiable and varies based on the size of the
account and the type of real estate investment (direct or fund) In addition, RMA typically charges
clients a performance-based fee of any profits the client receives from an investment after the client
has received a stated internal rate of return (including a return of its contributed capital for that
investment). The fee structure for each client is provided in writing. Clients should review all fee
structures to understand the fees charged by RMA.

Clients are billed fees on either a quarterly or annual basis, in arrears.

In certain instances, a client can terminate its business relationship with RMA upon thirty (30)
days' prior written notice. With respect to those investments that RMA manages on behalf of its

clients that RMA did not source, RMA charges clients through the effective date of termination
for all reimbursable expenses and asset management fees. With respect to those investments that
RMA sourced and recommended to its clients, RMA can charge clients asset management fees for
the duration of the investment and a performance-based fee even though the performance-based
fee can become due and payable after the termination of clients' business relationship with RMA.

Regis AHP

Regis AHP pays RMA, as manager to the limited liability company, an annual manager fee (paid
quarterly and in arrears) as compensation for services provided by RMA. In addition, the
Managing Director receives performance compensation after the limited partners have received a
certain internal rate of return on their investment (including a return of their contributed capital).

The specific manner in which RMA and the Managing Director are compensated and the amount
of such compensation is established in the limited liability company agreement.

Members in Regis AHP may not withdraw from that fund prior to the end of its term.

Series B

Series B pays RMA, as advisor to the limited liability company, an annual management fee (paid
quarterly and in advance) as compensation for services provided by RMA. In addition, the
managing member of Series B, an affiliated entity of RMA, receives performance compensation
after the limited partners have received a certain internal rate of return on their investment
(including a return of their contributed capital).

The specific manner in which the advisor and managing member are compensated and the amount
of such compensation is established in the limited liability company agreement.

Members in Series B may not withdraw from that fund prior to the end of its term.

Align Bond Fund

The manager of the Align Bond Fund, the "Financing Company" described in Item 10, receives an
annual management fee as compensation for services provided by the manager for the fund on
behalf of the limited partners.

The general partner of the Align Bond Fund, an affiliated entity of RMA, receives performance
compensation after the members have received a certain internal rate of return on their investment
(including a return of their contributed capital).

The specific manner in which the manager and general partner are compensated, and the amount
of such compensation, is established in the limited partnership agreement.

The manager of the Align Bond Fund has retained RMA to provide advisory services, including
reviewing and analyzing investment opportunities and dispositions. In consideration for these
services, the manager pays RMA an annual overhead reimbursement fee and advisory fee paid
quarterly and in arrears.

Members in Align Bond Fund may not withdraw from that fund prior to the end of its term.

Align Bond Fund II

The general partner of the Align Bond Fund II, an affiliated entity of RMA, receives 20% of the
net distributions (not including a return of the limited partners contributed capital) as performance
compensation.

The general partner and/or the manager, the "Financing Company" described in Item 10, may
charge third parties, not Align Bond Fund II, an underwriting fee, processing fee, loan origination
fee, loan servicing fee, loan amendment or assignment fee, and/or loan payoff fee, provided that,
in each case, the fees do not exceed the then prevailing market rates. In addition, the general partner
may receive transaction fees, including, for the avoidance of doubt, carried interest or other forms
of equity incentives, from third parties co-investing in certain investment, either senior to,
subordinate to, or alongside Align Bond Fund II.

The specific manner in which the general partner is compensated, and the amount of such
compensation, is established in the limited partnership agreement.

The manager of the Align Bond Fund II has retained RMA to provide advisory services, including
reviewing and analyzing investment opportunities and dispositions. In consideration for these
services, the manager pays RMA an annual overhead reimbursement fee and advisory fee paid
quarterly and in arrears.

Members in Align Bond Fund II may not withdraw from that fund prior to the end of its term.

Fees Generally

Clients that invest in investment funds, limited partnerships and limited liability companies
recommended by RMA must also pay asset management and promotional fees to the sponsors,
general partners or managers of those entities.

RMA believes that the fees charged by RMA are competitive with fees charged by other real estate
private equity, real estate investment and advisory firms for comparable services. However,
comparable services may be available from other sources for lower fees.

Generally, costs and expenses incurred by RMA, with respect to services provided by RMA to
Regis AHP, Series B and other investment vehicles managed by RMA, are reimbursable by the
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Item 7. Types of Clients

RMA provides investment and advisory services to pooled investment vehicles, partnerships,
limited liability companies, trusts, endowments, foundations and high-net-worth individuals.
Although RMA does not have an express minimum investment requirement, RMA generally

requires a minimum investment of $250,000 for a specific investment and $20 million for a
separate account.