ITEM 5 – FEES AND COMPENSATION
RWN typically charges its clients a management fee charged on a portion of the client’s assets, and a
priority profits allocation to the extent that RWN’s expenses exceed the management fee paid to RWN.
Both types of compensation are described in more detail below, and depend on the particular class or sub-
class of ownership interests held by an investor in the Fund, as described in the offering materials.
The client’s investors own one of four classes of ownership interests: (i) Class A Non-Segregated Interests,
the holders of which, together with the holders of Class A Segregated Interests, pay to RWN out of profits
a priority allocation equal to 115% of the amount by which certain of RWN’s expenses exceed management
fees paid to RWN, (ii) Class A Segregated Interests, the holders of which pay a portion of the priority
allocation referenced in (i) above, (iii) Class B Interests, holders of which generally are not charged any
management fee by RWN and (iv) Class C Interests, holders of which pay to RWN a management fee of
0.60% per annum of the net asset value of the capital account balance of investors. Class C Interests are
the only class of ownership interests available to persons or entities not associated with RWN or Mr. Rowan.
The terms of such compensation are set forth in the offering materials of the Fund.
RWN, in its discretion, may enter into side letters with investors in connection with their investment into
the Fund that modify the terms of such investors’ investment, including the compensation payable to RWN.
RWN (or an affiliate) generally deducts fees from client assets on a monthly basis, in arrears. Members do
not have the ability to choose to be billed directly for fees incurred.
Fund Expenses
In addition to the fees payable to RWN described above, except as otherwise constituting “Management
Expenses” (as defined in the Fund’s applicable offering materials), “Fund Expenses” shall be all expenses
arising in connection with the operation and administration of the Fund, including the following:
(i) costs and expenses directly related to the execution of transactions for its account, such as brokerage
commissions, dealer spreads, stock exchange fees and similar charges;
(ii) costs and expenses directly related to custody of securities;
(iii) costs and expenses directly related to the financing of positions, such as margin interest;
(iv) any withholding or transfer taxes imposed on the Fund;
(v) as more fully described in the Fund’s governing documents, any legal fees and costs (including
settlement costs) relating to the investment activity of the Fund;
(vi) costs and expenses associated with organization of the Fund and its ongoing offering of interests,
including any “blue sky” filing fees and expenses and other out-of-pocket expenses;
(vii) appraisal fees for purposes of determining the Fund’s net asset value;
(viii) costs and expenses incurred in connection with the preparation, review and audit of the
Fund’s reports, tax returns and related disclosure schedules;
(ix) management fees, performance fees and similar compensation due to unaffiliated advisors, sub-
advisors and such other persons as RWN may determine; and
(x) as more fully described in the Fund’s governing documents, any legal fees and costs
(including settlement costs) other than those described in (v) above arising in connection
with any litigation instituted against the Fund or the Managing Member in its capacity as
such involving Fund activities.
Expenses in items (i), (iii), (iv), (v) and (ix) above are generally borne pro rata by investors in the Fund in
accordance with their ownership percentages. All other Fund expenses in the bullet-point list above are
borne by the holders of Class A Interests.
Further, Class B Interests do not bear a portion of any incentive fees paid to the portfolio manager of
any Special Investment (as defined below in Item 8).
The Fund will incur brokerage and other transaction costs, as discussed further in the offering materials.
Please also see Brokerage Practices below for more information.
Class A Investors should review the offering materials for a description of how Management Expenses are
to be paid.
In addition, in connection with the Fund’s investments in real estate, the Fund bears a performance
allocation payable to an employee of RWN in connection with the Fund’s real estate investments.
Neither RWN nor any of its supervised persons accepts compensation for the sale of securities or other
investment products.
It is critical that investors and prospective investors in the Fund refer to the Fund’s offering materials
and governing documents for a complete understanding of the fees and expenses associated with
investment in the Fund. The information contained herein is a summary only and is qualified in its
entirety by such offering materials and governing documents.