RMWC

Item 5.         Fees and Compensation

A. Management Fees

   As compensation for its investment advisory services, each Partnership pays an annual management fee to
   RMWC (or, where or if applicable, to the General Partner(s) (as defined herein) that general ranges from 0%
   to 1.75% (“Management Fee”). These Management Fees are typically payable semiannually, in advance,
   and are deducted directly from the applicable Partnership’s assets. The specific fee rate, payment terms, and
   other conditions of the Management Fees are set forth in the Governing Documents.

   Management Fees are not typically negotiable but may be reduced for certain Investors on a case-by-case
   basis. Management Fees are generally subject to waiver, deferral or reduction by RMWC (or, if appliable,
   an affiliate), in RMWC’s sole discretion, including in connection with investments made by RMWC or its
   related persons or pursuant to side letter agreements with Investors.

   Please see the section Performance Based Fees and Side-by-Side Management, below, regarding carried
   interest and other performance-based fees that each Partnership’s pay. Certain Investors may negotiate
   Partnership terms (including Management Fees payable and carried interest terms) through negotiation of
   side letter agreements.

   In addition, as compensation for its investment management services, RWMC (or, where or if applicable, to
   the General Partner(s) (as defined herein) receives from the Sub-Fund (i) during the investment period, an
   annual investment management fee of up to 1.25% of the aggregate subscriptions, and (ii) during the harvest
   period, an annual investment management fee of up to 1.25% of the net asset value of the applicable share
   class. Such investment management fees are payable semiannually, in advance, and are deducted directly
   from the assets of the Sub-Fund’s. Fees and other expenses applicable to the Sub‑Fund are described in
   greater detail in one or more of the platform’s governing documents.

B. Management Fees are deducted from Investors’ capital accounts in each applicable Partnership directly.
   Investors may not select whether to have Management Fees deducted from their capital accounts or billed

C. Other Fees and Expenses

   Organizational Expenses. Subject to its Governing Documents, each Partnership typically pays or
   reimburses RMWC or its applicable affiliate general partner (each, a “General Partner”) for such
   Partnership’s organizational, offering and startup expenses. These expenses typically include legal,
   accounting, filing, capital raising, and other expenses incurred in organizing and raising capital for the
   Partnership and any related vehicles (“Organizational Expenses”). A Governing Document may provide for
   a cap on these organizational expenses, as disclosed therein.

   Operating Expenses. Subject to the Governing Documents , each Partnership pays (or reimburses the
   General Partner or RMWC for) costs and expenses related to its operations (“Operating Expenses” or
   “Partnership Expenses”) In addition to the Management Fees and Organizational Expenses paid by a
   Partnership, Operating Expenses include: all fees, costs, expenses, liabilities, and obligations relating to the
   Partnership’s and/or its subsidiaries’ activities, business, actual or potential investments, and/or actual or
   potential investments of any AIV, including with respect to any entity formed to effect the acquisition and/or
   holding of a senior secured, commercial real estate bridge and development loans, mezzanine and second
   mortgage debt and/or preferred equity with debt-like characteristics including, but not limited to, fixed
   dividends, priority in payment, certain covenants and restrictions, and redemption rights (“Portfolio
   Investments”), to the extent not borne or reimbursed by any applicable third parties, including all fees, costs,
   expenses, liabilities, and obligations relating or attributable to (i) activities with respect to the identifying,
   sourcing (including meeting with consultants, finders, broker-dealers, and other sources of investments),
   structuring, organizing, negotiating, consummating, financing, refinancing, diligencing (including any
   subscriptions to any periodicals or databases and dues or membership fees for industry trade groups and
   related organizations), acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging,
   restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving, or otherwise

disposing of, as applicable, the Partnership’s actual and potential investments (including follow-on
investments) or seeking to do any of the foregoing (including any associated legal, financing, commitment,
transaction, or other fees and expenses payable to attorneys, accountants, tax professionals, investment
bankers, lenders, expert networks, third-party diligence software and service providers, consultants, and
similar professionals in connection therewith, and any fees and expenses related to transactions that may
have been offered to co-investors), reverse breakup, termination, and other similar arrangements, whether
or not any contemplated transaction or project is consummated and whether or not such activities are
successful; (ii) indebtedness of, or guarantees made by, the Partnership, RMWC, the General Partner, or
any “affiliated partner” on behalf of the Partnership (including any credit facility, letter of credit, or similar
credit support), including repayment of principal and interest with respect thereto, or seeking to put in place
any such indebtedness or guarantee; (iii) financing, commitment, origination, and similar activities; (iv) all
fees, costs, and expenses, if any, incurred in relation to the acquisition, custody, holding, monitoring,
...

Item 7.          Types of Clients

RMWC provides investment advisory services to limited partnerships and other pooled investment vehicle
structures.

Investors in the Partnerships will generally be comprised of institutional clients, and high net worth individuals.
Investors will be required to meet certain suitability and net worth qualifications, such as being: (1) an “accredited
investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), and (2) a “qualified purchaser” as defined in Section 2(a)(51)(A) of the Investment Company
Act of 1940, as amended (the “Investment Company Act”) or a “knowledgeable employee” within the meaning of
Rule 3c-5 of the Investment Company Act, depending on the applicable eligibility requirements of the respective
Partnership.

Conditions for investing in each Partnership, including minimum investment amounts and investor qualification
requirements, are stated in the Governing Documents. Each General Partner typically has discretion to lower or
waive the Partnership’s minimum investment amount.