Related Fund Management LLC

ITEM 5          FEES AND COMPENSATION

        A.       Description of Compensation.

        RFM charges investment advisory fees (“Management Fees”) to its Clients in
 consideration for its investment advisory services. Such fees are payable monthly, quarterly or
 semiannually, in advance or in arrears, depending on the Client.

         Management fee calculations are generally based on capital contributions, investment cost
 basis, net asset value, or unfunded capital commitments, or a combination thereof. The contractual
 fee base may change over the duration of an investment vehicle’s term, typically as the
 commitment or investment period expires, upon which unfunded capital commitments are
 excluded from the management fee calculation.

        Fee rates fall within the following ranges for Firm’s current Clients:

             •   Capital commitments: 0.0% - 0.95% (per annum) and/or
             •   Capital contributions or investment cost basis or net asset value: 0.30% - 1.75%
                 (per annum)

        Amounts and terms of Management Fee vary by Client and are set forth in the Governing
Documents of each Client. Any such fees paid by each Client are indirectly borne by the investors in
the Client.

        For certain Funds and as described above, the Governing Documents provide that a Fund’s
Management Fees will be calculated and charged on a basis that generally is not tied to the Fund’s
then-current net asset value. For example, certain Funds charge Management Fees on a combination
of capital commitments and investment cost basis during the commitment period of a Fund, and
solely on the investment cost basis following the commitment period of such Fund. Further, after the
Stepdown Date, Management Fees generally will be charged and calculated based on a formula tied
to the amount of investment contributions made by the relevant Fund that have not been realized or
completely written off.

        While the amount of Management Fees generally will not correspond with fluctuations in a
Fund’s net asset value, including following the commitment period, they will be reduced in
connection with any write downs (whether temporary or permanent) as well as in the case of partial
distributions or partial sales of investments.

        The Governing Documents set forth the full list of terms under which Management Fees will
be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full
specified Management Fee rate in the Governing Documents until they are reduced in the
circumstances and on the date(s) specified therein.

        RFM is entitled to receive incentive distributions of investment proceeds or incentive fees
from its Clients. Performance-based compensation is calculated based upon a percentage of a
Client’s return on invested capital, generally subject to certain conditions set forth in the
Governing Documents of each Client such as the prior return of capital to investors and/or
payment of a preferred return to investors. Such distributions are referred to as “Carried
Interest”, “Priority Profit Distributions”, “Cash Flow Participation” or “Incentive Fees.” For an
additional discussion regarding performance-based compensation, please refer to Item 6 –
Performance-Based Fees and Side-by-Side Management.

        In regard to the Funds, the respective offering documents will disclose the fee arrangements
associated with investment. A Fund’s offering documents generally permit RFM or such Fund to
waive, rebate, or reduce all or part of the management fee and/or performance fee with respect to
investments made by certain investors without waiving, rebating, or reducing the fees
charged/payable to other investors. Such is the case of, but not limited to, investments in such
Funds made by RFM, its affiliates, employees and their family members. RFM reserves the right
to make any such exemption from Management Fees and/or carried interest by a direct exemption,
a rebate by RFM and/or its affiliates, or through other Funds (or accounts) which co-invest with a
Fund. Additionally, to the extent permitted by the Governing Documents, certain General Partners
have the right to permit investors, affiliated with the General Partner or otherwise, to invest through
the relevant General Partner or other vehicles that do not bear Management Fees and/or carried
interest. In general, any Management Fee offsets described herein apply only with respect to the
commitments of fee-paying investors. In addition, in certain cases RFM, as RFM, will have the
discretion to grant special or more favorable terms, without limitation, with respect to fees,
transfers, notices and transparency. Such rights may be granted to any Fund investor, including,
without limitation, principals, members or employees (and their respective family members) of
RFM and its affiliates and other select third parties. To effect such waivers or modifications or to
grant any special or more favorable rights, the Fund will enter into agreements (commonly known
as “Side Letters”).

       In addition, affiliates of RFM receive additional compensation, on a deal-by-deal basis as
discussed under Item 5(C) – Fees and Compensation—Other Fees and Expenses.

       B.      Deduction of Fees.

       Management Fees and certain other fees (described below under “Other Fees and
Expenses”) are deducted from the assets of the applicable Client and are payable out of current
cash flow or disposition proceeds, or from drawdowns of the unfunded capital commitments
of investors in each Client. Performance-based compensation amounts are distributed from the
applicable Client out of investment proceeds that are available for distribution.

       C.      Other Fees and Expenses.

         Except as otherwise described in the applicable Governing Documents, each Client bears
all offering and organizational expenses incurred in connection with the organization of each Client
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ITEM 7         TYPES OF CLIENTS

        RFM provides investment advisory services to pooled investment vehicles, single-investor
funds, institutional investors and administrative services to other Related entities. Pooled
investment vehicles and single-investor funds are collectively referred to herein as “investment
vehicles”. Investment vehicles managed by RFM are investment entities formed under domestic
or foreign laws and exempt from registration under the Investment Company Act. Investment
advice is not provided directly to any investor in the firm’s investment vehicles. The investors in
the firm’s investment vehicles may include high-net worth individuals, public and corporate
pensions, sovereign wealth funds, endowments, insurance companies, charitable organizations,
other investment entities or business entities, and may include, directly or indirectly, principals,
employees and supervised persons of RFM and its affiliates.

        Investors must be accredited investors and, with the exception of certain employees, or
friends and family of RFM personnel, qualified purchasers. Certain Clients require a minimum
investment, which is set forth in the Clients’ Governing Documents. For each Client, RFM in its
sole discretion, may accept investments that are less than the required minimum investment set
forth in the applicable Governing Documents.