VWH Capital Management LP

Item 5: Fees and Compensation

Item 5.A.

VWH Capital is compensated for its advisory services based upon the amount of each Limited Partner's
capital commitment during the investment period of the Fund, and the lesser of each Limited Partner’s share
of the Fund’s net asset value or capital commitment after the investment period. The management fee shall
be payable quarterly in advance and calculated as of the first day of each quarter.

In general, the fees for the Funds are not negotiable. However, The Firm has and may in the future enter
into, side letters or similar arrangements with certain investors that grant different terms (including lower
fees) to such investors than the terms generally applicable to other investors in the Fund.

Details regarding VWH Capital’s management fees are set forth in each Fund’s relevant offering
memorandum or LPA.

The Funds are offered only to “qualified purchasers,” as defined in 2(a)(51)(A) of the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

Item 5.B.

Pursuant to the terms of each Fund’s LPA, the Firm is authorized to deduct management fees from each
investor’s capital account on a quarterly basis.

Item 5.C.

Each Fund’s offering memorandum and/or LPA contains information regarding the fees and expenses of
the Funds managed by the Adviser. Investors in the Funds will be investing in the feeder funds in a master-
feeder fund structure. Feeder funds bear a pro rata share of the expenses associated with the related Master
Fund. Each Fund shall also pay or reimburse the General Partner of the Fund, the Adviser and their
respective affiliates for (i) all expenses incurred in connection with the organization of the Fund, the offer
and sale of Interests, including but not limited to, documentation of performance and the admission of
Limited Partners; (ii) all organizational and operating expenses of the Fund such as legal expenses, tax
preparation fees, governmental filing fees (including blue sky filing fees) and taxes, administrator fees,
management fees, communications with Limited Partners and ongoing legal, accounting, auditing,
bookkeeping, consulting and other professional fees and expenses, provided that organizational expenses
will be paid at the initial closing (or such other period as the General Partner may determine in its sole
discretion); (iii) all of the Fund’s trading costs and expenses (e.g., brokerage commissions, margin interest,
expenses related to short sales, custodial fees and clearing and settlement charges, information services and
subscriptions), cloud data and computation services (e.g., Bloomberg, Intex, Amazon Cloud data storage),
all expenses incurred during the investigation, acquisition, securitization, management and disposition of
assets (these expenses will include but not be limited to appraisals, due diligence and research expense
including subscriptions and data services and research related travel, third party valuation agents, property
and loan management, loan servicing, legal, financial accounting, leasing and property brokerage), as well
as all fees, costs and expenses in connection with any credit facility utilized by the Fund; (iv) professional
and other advisory and consulting expenses and travel expenses incurred in connection with investment due
diligence, monitoring or the assertion of rights or pursuit of remedies (including but not limited to, pursuant
to bankruptcy, foreclosure or other legal proceedings, or participation in informal committees of creditors
or other security holders of an issuer); (v) all fees and expenses incurred in connection with the
investigation, prosecution or defense of any claims by or against the Fund; (vi) fees and expenses related
to insurance (including D&O and E&O insurance) and insurance premiums; and (vii) all fees,
organizational and operating expenses of any parallel fund or alternative investment vehicles. The General
Partner or its affiliates, in their sole discretion, may from time to time pay for any of the foregoing Fund
expenses or waive their right to reimbursement for any such expenses, as well as terminate any such
voluntary payment or waiver of reimbursement.

The Fund will pay or reimburse the General Partner and/or the Firm for all expenses related to organizing
the partnership, including but not limited to, legal and accounting fees, printing and mailing expenses and
government filing fees (including blue sky filing fees). Each Fund will be allocated a share of the
organizational, operational, administrative and other costs. Any investment expenses will be allocated to a
Fund according to its percentage interest in the Fund or otherwise at the discretion of the General Partner.

Item 5.D.

Each Fund pays VWH Capital a management fee, in advance, on a quarterly basis commencing on each
Fund’s specified closing date, in respect of the limited partners therein. Fees are not reimbursable in the

event of an early termination of either a Fund or an investor’s participation in Fund.

Item 5.E.

None of VWH Capital or any of its supervised persons accept compensation for the sale of securities or
other investment products.

Item 7: Types of Clients

VWH Capital provides investment advisory and management services to its affiliated Funds. The minimum
investment amount is generally $5,000,000. This amount may be higher or lower depending on each Fund’s
offering memorandum and management discretion and the relevant general partner retains the right to waive
such minimum amount.