Rockwood Capital LLC

Item 5 – Fees and Compensation

Adviser Compensation

        Certain Funds pay the Adviser an annual management fee (the “Management Fee”) in
accordance with such Fund’s Partnership Agreement and/or Management Agreement. The
Management Fee is generally payable to the Adviser in quarterly installments in advance or
arrears. The Management Fee paid by each Fund may be funded (a) through a capital call requiring
the limited partners in the Fund to make capital contributions to the Fund, (b) by incurring
indebtedness under such Fund’s credit facility or (c) by deducting the amount of the Management
Fee from distributable cash otherwise payable to the limited partners of the Fund, in each case in
accordance with the Fund’s Partnership Agreement. However, Management Fees are generally
deducted from the assets of the Fund by the Fund’s general partner. If a Management Agreement
should terminate before the end of a billing period, the Adviser will remit to the Fund or such other
person as the general partner of such Fund directs the pro rata portion of any fees held by the

Adviser attributable to such period following the effective date of termination. As a general matter,
Management Fees will be payable during term extensions unless otherwise agreed with investors.

         As is generally the case in private real estate funds, the Partnership Agreements generally
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, excluding Rockwood Multifamily Partners,
L.P. (“RMP”), an open-end fund, Rockwood Development Partners, L.P. (“RDP”), a separate
account, both NorthRock Core Fund, L.P. (“NorthRock”) and NorthRock Fund IV, L.P.
(“NorthRock IV” and, together with NorthRock, the “NorthRock Funds”), each a separate
account, and the Mixed Use Vehicles (as defined below). Each such Fund’s Management Fee is
further described below. As further specified in the Partnership Agreements, from the date
specified in the Partnership Agreements (the “Stepdown Date”), the Management Fee is
generally calculated as a percentage of a limited partner’s capital commitment. After the
Stepdown Date, Management Fees are generally charged and calculated based on a formula tied
to the amount of investment commitments or contributions (including, where applicable, a Fund
borrowing component (including associated interest expenses) and, for pooled investment
vehicles generally structured as closed-end value-add real estate funds, the amount of any
capitalized transaction fees and other similar amounts (“Transaction Fees”) or expenses) made
by the relevant Funds relating to the Funds’ investments that have not been completely disposed
of, completely repaid, or completely written off for U.S. federal income tax purposes, or
otherwise set forth in the relevant Partnership Agreements (such investments, “Impaired Value
Investments”). Due to differences in the criteria set forth in their respective Partnership
Agreements, in the event where more than one Fund participates in an investment, there is the
possibility that an investment will become an Impaired Value Investment for purposes of one
Fund’s Partnership Agreement but not those of one or more other Funds.

        Funds that are pooled investment vehicles generally structured as closed-end value-add
real estate funds generally pay Management Fees at a blended rate ranging from 1.05% to 1.4%
per annum based on the amount of each limited partner’s capital commitment to such Fund (the
“Blended Rate”) prior to a Stepdown Date. After the Stepdown Date, the Management Fee is
generally calculated as a Blended Rate of (a) a limited partner’s Fee Base (defined in the applicable
Management Agreement) or (b) the least of a limited partner’s (i) capital commitment, (ii) pro rata
share of the Portfolio Cost Basis (defined in the applicable Management Agreement) and (iii) pro
rata share of the Invested Amount (defined in the applicable Management Agreement).

        Rockwood advises certain pooled investment vehicles with a core investment strategy
that were formed to identify, fund pre-development activities and develop pre-specified “mixed
use” real estate assets. Such vehicles include the main pre-development “club”, Rockwood
Mixed Use Partners II, L.P. (the “MUDTC”), Rockwood MUP CIF I, L.P. (the “MUDTC
Aggregator”), and five vertical partnerships that co-invest alongside MUDTC for purposes of
developing and/or re-positioning underlying portfolio investments: Rockwood RMUP Platform
Investors, L.P. (“Platform”); Rockwood RMUP Channel House Investors, L.P. (“Channel
House”); Rockwood RMUP PCS Phase I Investors, L.P. (“PCS”); Rockwood RMUP Tower V
Investors, L.P. (“Tower V”); and Rockwood RMUP St Albans Investors, L.P. (“St Albans” and,
collectively with Platform, Channel House, PCS and Tower V, the “Development Co-Invest
Vehicles”). As further specified in the relevant Partnership Agreements, the Management Fee in
respect of (i) MUDTC Aggregator is calculated and charged at a rate of 1.5% on committed

capital and, after the Stepdown Date, invested capital and (ii) MUDTC and the Development Co-
Invest Vehicles (together, the “Mixed Use Vehicles”), is calculated and charged at a rate of
0.70% per annum based on each limited partner’s total capital commitment to the Mixed Use
Vehicles, prior to the stabilization of a relevant investment. Once the investment stabilizes,
limited partners will be charged Management Fees at rates of (i) 0.50% per annum on the
product of the net asset value of an underlying investment and each limited partner’s pro rata
share of such investment (held through both MUDTC and the Development Co-Investment
Vehicles), and (ii) 0.70% per annum on the relevant limited partner’s capital commitment to
MUDTC, as reduced by the amount of such commitment attributable to a stabilized investment.
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Item 7 – Types of Clients

        As described in Item 4, the Adviser’s clients are the Funds and any HSAM vehicles to
which the Adviser provides sub-advisory services. Reference throughout this Brochure to
“clients” and to the Adviser’s related duties to, and practices on behalf of, its clients and/or
investors should be construed accordingly. The Adviser provides investment advisory services
directly to the Funds and not individually to the limited partners of the Funds. Limited partner
interests in the Funds may be purchased only by investors that are (a) “accredited investors,” as
defined in Regulation D of the U.S. Securities Act of 1933, as amended, and (b) “qualified
purchasers” for purposes of section 3(c)(7) of the Investment Company Act of 1940, as amended.

        Limited partners of the Funds generally are required to make a minimum commitment of
$10 million, but a Fund’s general partner has the discretion to waive this minimum commitment
in certain circumstances. As a condition to such waiver, the general partner may set additional
requirements or conditions that are mutually acceptable to such limited partners.

       Some limited partners may have the opportunity to participate in co-investment
opportunities as further described below. Such limited partners will not be required to make a
minimum commitment. Further, limited partners will generally only be permitted to participate
in a side car co-investment vehicle if its commitment to the corresponding Fund exceeds a
commitment threshold set forth in the Partnership Agreement.