October 11, 2012 RE: Notice of Annual Meetings

Royal Palms of Orlando Condominium Association, Inc. Vacation Way Recreation Association, Inc.

Dear Marriott’s Royal Palms Owner: The 2012 Annual Meeting of the Royal Palms of Orlando Condominium Association, Inc., will be held at 5:00 p.m., Eastern time, on November 1, 2012, at Marriott’s Royal Palms and Marriott’s Imperial Palm Villas Clubhouse, 8404 Vacation Way, Orlando, Florida 32821. The purpose of the meeting is to review the operations of the Association, conduct any other business which may be presented at the meeting and to consider the following: Election of two (2) members to the Board of Directors Waiving of Fully Funded Reserves The Annual Meeting of the Vacation Way Recreation Association, Inc., will be held at 3:00 p.m., Eastern time, on October 30, 2012, at Marriott’s Royal Palms and Marriott’s Imperial Palm Villas Clubhouse, 8404 Vacation Way, Orlando, Florida 32821. The purpose of the meeting is to review the operations of the Association, conduct any other business which may be presented at the meeting and to consider the following: Election of two (2) members to the Board of Directors Waiving of Fully Funded Reserves Treatment of Excess Operating Income The following Annual Meeting materials for each Association include: Proposals providing an explanation of the voting issues Biographical Sketches of the candidates for the Boards of Directors Voting Methods Limited Proxies If you are unable to attend in person, you may cast your vote(s) electronically through the Internet at proxyvoting.com/MVCI by 11:59 p.m., Eastern time on October 25, 2012. The Internet voting procedures are designed to authenticate votes cast by use of a personal control number found on your Limited Proxies. Or vote by marking, signing, and dating your Limited Proxies and returning them in the prepaid envelope to: Proxy Services Corporation, P.O. Box 9001, Brentwood, New York 11717-9804, by October 25, 2012. If you vote on the Internet, please do not mail your Limited Proxies. If you have any questions about your Limited Proxies or the information enclosed, please contact Greg Herman, General Manager, at 407-238-6212 or by email at greg.herman@vacationclub.com. Whether or not you plan to attend the Annual Meetings, we encourage you to vote promptly. If the quorum requirements are not met, the Associations will incur additional expense to re-notice Owners in order to obtain the votes required to hold the Annual Meetings. Your vote and participation are important to the Associations. Sincerely, Katherine T. Lantz, Esq. Dr. Laura S. McMillan Secretary Secretary Royal Palms or Orlando Condominium Vacation Way Recreation Association, Inc. Association, Inc.

Royal Palms of Orlando Condominium Association, Inc. 2012 Annual Meeting

Proposals

1. Election of Two (2) Members to the Board of Directors (Item 2 on your Limited Proxy) Two (2) Members will be elected to the Board of Directors each to serve a three-year term. See the Biographical Sketches for a summary of candidates.

2. Waiving of Fully Funded Reserves (Item 3 on your Limited Proxy)

The State of Florida requires condominium associations to fund reserves for capital improvements and deferred maintenance at statutory levels through annual contributions. However, the State permits the annual waiver or reduction of the statutory reserve contribution with an affirmative vote by the majority of those Owners voting by proxy or in person at a duly called meeting of the membership. Your Board of Directors advocates fulfilling the fully funding requirement by adjusting annual contributions on the basis of long-range cash flow projections. The reserve contribution of your proposed 2013 assessment will be based on this method, resulting in a lower annual contribution than the statutory method. However, without a majority vote for waiver or reduction, the statutory formula will be followed and a significant increase per unit week will be made for the 2013 fiscal year. With a majority vote for waiver or reduction, no additional reserve assessment to Owners is anticipated for 2013. Your Board of Directors recommends a vote “FOR” waiver or reduction of the statutory reserve contribution.

Vacation Way Recreation Association, Inc. 2012 Annual Meeting

Proposals

1. Election of Two (2) Members to the Board of Directors (Item 2 on your Limited Proxy)

Two (2) Members will be elected to the Board of Directors each to serve a three-year term. See the Biographical Sketches for a summary of candidates.

2. Waiving of Fully Funded Reserves (Item 3 on your Limited Proxy)

The State of Florida requires Condominium Associations to “fully fund” reserves for capital improvements and deferred maintenance at statutory levels through equal annual contributions. However, the State permits the annual waiver or reduction of the statutory reserve contribution with an affirmative vote by the majority of those Owners voting by proxy or in person at a duly called meeting of the membership. Your Board of Directors advocates fulfilling the fully funding requirement by adjusting annual contributions on the basis of long-range cash flow projections. The reserve contribution of your 2013 assessment will be based on this method, resulting in a lower annual contribution than the statutory method. However, without a majority vote for waiver or reduction, a significant increase per unit week will be made for the 2013 fiscal year. With a majority vote for waiver or reduction, no additional reserve assessment to Owners is anticipated for 2013. Your Board of Directors recommends a vote “FOR” waiver or reduction of the statutory reserve contribution.

3. Treatment of Excess Operating Income (Item 4 on your Limited Proxy)

Should there be an income operating surplus at the end of 2012 operations, a vote of the Vacation Way members is required to treat the excess, if any, as a carryover to offset the next year's expenses. Your Board of Directors recommends a vote "FOR" this issue.

Diego Almeida Financiero, Quito Ecuador I attended Hampden Sydney College (Virginia, USA) where I earned a BA in Political Science. After graduating, I returned to Ecuador where I worked for 4 years as a Corporate Social Responsability Manager at Edesa (sanitary manufacturer) and as a General Manager for ZAMIN (mining company subsidiary of Edesa), both part Cementos BIO-BIO, a Chilean Multinational. During my professional career I was involved in several Committees in the American Ecuadorian Chamber of Commerce and the Ecuadorian Chamber of Mining. In 2009 I was invited to be part of a team of professionals that helped the Ecuadorian Government write a new mining law, in coordination with the Ministry of Mining. During 2010 I studied my MBA at IE Business School, and I also interned in the Control Department at Petroquímica Comodoro Rivadavia (PCR) in Buenos Aires. Since my return to Ecuador I have been working at MerchantBansa (Investment Banking) and MerchatValores (Brokerage House). I attend the staff meetings at MerchantBansa every month. At Almeida Guzmán & Asociados (Law Firm), I collaborate in the development of new consulting and finance businesses.

Sharon D Bruce Eastampton, New Jersey My husband and I have been interval owners for several years. I would like to serve on the board. I have been quite successful in the real estate business for over 20 years affording me an ability to work well with people. Previously, I devised and owned a ceramic gift business for ten years and dealt with retailers and, most importantly, the public. I worked in the educational system, designing classrooms to help pupils achieve better concentration on their studies. I have spent a good part of my lifetime dealing with people and feel that I would make an excellent report director. Lastly, I will generate some ides which will better help to make Royal Palms a desirous place to vacation. Thank you for considering my candidacy for this most important position.

Chun-Wai Chan Fresno, California I own three condos. I have more than 25 years of experience as board members of various international charities. I also have expertise on quality, risk and compliance management. I would like to use my skills to help with policy and management decisions of Royal Palm.

Bio: Robert G Dwyer

Mr. Dwyer is the owner and president of OTC The Dwyer Consulting Group. Following a distinguished career as a senior health care executive for the nation’s largest investor owned hospital company Mr. Dwyer, started his own firm serving health care clients, the investment banking community and a number of not-for profit community entities. In addition to his consulting practice Mr. Dwyer is also an adjunct faculty member at the Rensselaer Polytechnic Institute (RPI) in the Lally School of Management and Technology.

Mr. Dwyer is an advisor to the Tech Valley Not-for-Profit Business Council in addition to his memberships in a number of community agencies in the Albany, NY Capital District.

Mr Dwyer resides in Niskayuna NY. With his wife Susan.

J Randall Flynn Phoenixville, Pennsylvania I have been an owner here for over 20 yrs., and have used my week extensively, as well as traded out extensively via Interval. The focus of my participation on the board would be to address the fact that Royal is aging physically, and more importantly suffers from comparison with newer properties: 1)the second bedroom is very small compared to other options for Interval traders; 2)there's no 'lock-out' feature available to offer three, or even more, bedrooms. Royal's main asset is the Marriott connection, and locus with the hotel. Taking all of this into consideration needs to be dealt with in keeping the property viable into the next ten years.

Robert Gallagher, President Royal Palms Board Of Directors

Experience

Retired Chief Financial Officer for Real Estate Property Management Co.

Managed up to 10,000 Apartment Units in California and Texas

Personal History - Born in Philadelphia, PA, Married, . Bachelor of Science Drexel University 1967, U.S. Army 1967-1968

Employment History

10/1969 – 06/1971 Deloitte & Touche, Los Angeles, CA– Staff Accountant

06/1971 – 10/1980 – Ankirk Development Inc., Fullerton, CA – Controller

10/1980 – 10/1987 – Cambio Property Management, Fullerton, CA – Chief Financial Officer

10/1987 – 06/2007 – FDC Property Management, Fullerton, CA – Chief Financial Officer

01/2010 – Present - Denton County Texas Property Tax Appraisal Review Board

Other - Orange Rotary Club, Orange , CA – 1995 to 2007 –Club President 2002, Frisco Rotary Club, Frisco, TX – 2008-2009 Board Of Directors

Homeowners Association Board of Directors

Marriott Desert Springs, Palm Desert, CA - 1995 to present – Current President Master Association

Marriott Royal Palms, Orlando, CA - 2007 to present - Current President

Vacation Way, Orlando 2009 to present

Capistrano Surfside Inn, Dana Point, CA - 1994 to present.

Candidate Statement

I am currently the President of the Royal Palms Homeowners Association and a member of the Vacation Way Board of Directors. As you can see by my resume, my business background has been in Accounting, Property Management and Timeshare Homeowner Boards. My goal has been to continue to improve our resort and to contain the costs associated with maintaining a property which is over twenty years old. We will begin a major interior renovation in November of this year which will sustain our Interval International Five Star rating and improve our guest vacations experience scores.

There are two incumbent Board member candidates (Current President and Vice President) running for reelection this year and we both would appreciate your vote in this election. Thank you in advance.

Candidacy Information for

Harry Hoffman

For Member of Board of Directors

Royal Palms Resort

During the many years of interaction with the Hospitality, Real Estate and the Construction fields, I have obtained many skills in leadership, communication and observation. I hope the following information will be of value to you the members of Royal Palms in electing me to the board of directors in serving you and our resort.

• Forty Three years of administrative experience at Miami Dade College, Miami, Florida.

• Developed programs in the Hospitality, Real Estate Condominium, Construction fields that have been approval at the state and local level.

• Vice Chair of Miami Dade County General Obligation Construction Bond program. The program carries a value of over two billion dollars for fifteen years.

• Oversight for over 750 projects, which include Affordable Housing, renovation projects and dealings with the general construction and the condominium community.

• Complete understanding of the State of Florida condominium laws as well as those that relate to Orange County Florida.

• Excellent communication/people skills with staff and support workers, a much needed attribute to make our resort function properly.

• Member of Marriott Rewards and Resorts for over twenty years.

• Educated Undergraduate School in Accounting and Graduate School in Taxation and International Business.

Having attended Board meetings as an owner in the past, I truly understand the obligation that is placed before me and hope to be able to obtain your vote. Thank you!

Dr. Laura McMillan, Vice President Royal Palms Board of Directors

As the first owner member on the Royal Palms board, I have had the honor and privilege of representing our owners for the past 23 years. During this time, our resort has had seven general managers and numerous changes at the executive level. The stability we have enjoyed has come with the establishment and continuation of a dedicated board that has worked in harmony to protect and preserve the investment that we all have in Royal Palms. Royal is the second oldest Marriott developed and managed timeshare resort. As such, it is always a challenge to provide amenities and furnishings that are expected in a modern day resort but were never thought of years ago. For example, we now enjoy recently added internet access, granite countertops, HD televisions, a Marketplace, and a modern fitness area none of which was included in the original reserve for replacement budget. Throughout the years, your board has managed to meet both the

brand standards required for a Marriott managed property as well as the high expectations of our owners and guests. And we have consistently achieved this within budget. It is important to note Royal has never had a special assessment. As a matter of policy, we only invest in government backed securities and Royal has never lost as much as a single penny of our owners’ money. Our maintenance and reserve fees currently are and have consistently remained the lowest of all of the Palms resorts. Having an experienced board is most definitely beneficial in other ways as well. In addition to working well together, we have learned when and to whom to pose questions. We have learned to recognize the conditions that warrant the wisdom of outside counsel, which we have called upon on three separate occasions to the benefit of our owners. Most recently, when completion of a major construction effort at the World Center Hotel required right of way access across the Palms property, rather than accept the Hotel’s compensation offer, the board engaged outside counsel to assist in the negotiations. This resulted in, among other benefits, a 1.5 million dollar compensation package for our resort. It is always a good thing to add new faces with new perspectives and a fresh outlook to the board. In a little over a year, we have welcomed two new members. There are two incumbents on the ballot this year, your current president and vice president. We would both greatly appreciate your support as we do our best to share with our new members the corporate history of Royal Palms and to pass on the tradition of responsible stewardship that has been so carefully and dutifully nurtured through the years.

David L. Roach Waterloo Ontario Canada Being a Royal Palms Owner for 20+ years, my desire is to volunteer and serve in order to protect the valuable investment we all have in our resort property. I served for 4 years as President of the Beechwood West Homeowners Association. Beechwood West is a planned residential community in Waterloo, Ontario. The board of directors reported to the 240 owners in the community and was responsible for management & maintenance of the common property and recreation complex (pool, tennis courts, etc.). The board was also responsible for staffing the recreation complex and implementing programs for tennis, pool and hockey/skating activities. I also served on the Board of Directors of the Kitchener-Conestoga Rotary Club for 6 years as well as served on the boards of numerous charitable organizations. Currently I am active on two charitable organization boards and volunteer with 2 additional charitable organizations.

Vacation Way Board Member Volunteer form. I would like to be considered the privilege of representing you on the Vacation Way Board. In addition to being the current President on the Imperial Palm Board, I request your vote to serve on the Vacation Way Board. Living in Orlando just five miles away, I have been available to meet with Palms Management on short notice, and as a local resident I will represent you and all owners without any board member travel expense. I would be honored to have your vote of confidence, and I thank you for your consideration. Frank C Loyke Orlando Florida 32837

VACATION WAY RECREATION ASSOCIATION, INC.

VOLUNTEER FORM TO SERVE ON THE BOARD OF DIRECTORS At the next Annual Meeting, scheduled for the spring of 2012, Owners will elect members to serve on the Association Board of Directors. Board Members meet at least twice annually with the management of Marriott Vacation Club® International to conduct the business of the Association. Board Members are reimbursed for actual expenses incurred for travel, lodging and meals. A Nominating Committee, appointed by the President and composed of members of the Board, will meet to select candidates for the vacant positions. The list of candidates to be elected will be included on a Limited Proxy sent with the Notice of Annual Meeting. Please complete this volunteer form if you have an interest in serving on the Board of Directors for your Association.

TO BE CONSIDERED, YOUR FORM MUST BE RECEIVED BY FEBRUARY 3, 2012

Name: Dr. Laura McMillan

Address: 2936 Heron Ridge Drive, Virginia Beach, VA, 23456

Occupation: Retired Educational Administrator

(If retired, list primary occupation prior to retirement.)

Contact information: (Telephone) 757-721-3873

(E-mail) lsm3@cox.net

If nominated, your name and occupation, along with a brief profile, will be included with the Notice of Annual Meeting. To assist in this effort, please provide a summary of no more than 150 words of your experience and why you would like to serve as a director. Your summary will be published exactly as stated. Please do not abbreviate words or company names, print clearly or type, attach additional paper as necessary.

Twenty-three years service on Marriott boards in Orlando has provided me with a clear understanding of the unique challenges and opportunities the region has to offer. This experience has taught me what to ask and where to turn for answers and has enabled me to form many valuable relationships along the way. As current vice president of Vacation Way and vice president of Royal, my priorities remain protection of owner interests and preservation of the quality and character of our resort. I consider board service to be an honor and a privilege, and I would be most grateful for your continued support.

SIGNATURE: __LAURA MCMILLAN____________________________________

Note: Please be sure that you can commit to attending at least two meetings per year before volunteering to serve. Elected Directors will have their names listed in Association publications. This will permit other Owners to contact you regarding the operation of their Vacation Ownership property. COMPLETE AND MAIL, FAX OR E-MAIL TO: Marriott’s Vacation Way 8404 Vacation Way Orlando, Florida 32821 Attn: General Manager Phone: 407-238-6212 Fax: 407-238-6247

*The submittal of a volunteer form is not a guarantee of being selected as a candidate. Information submitted is proprietary and will be used only by the nominating committee, with the exception of your profile, which will be included with the Notice of Annual Meeting, should you be selected as a candidate.

THIS FORM MUST BE RECEIVED BY FEBRUARY 3, 2012

Voting Methods

The accompanying Notice of Annual Meetings describe important issues affecting the Associations. To vote: 1. By Internet

a. Log onto proxyvoting.com/MVCI, 24 hours a day, seven days a week by the deadline of 11:59 p.m., Eastern Time, on October 25, 2012.

b. Enter the control numbers that appear on your Limited Proxies.

c. Follow the simple instructions.

2. By Mail

a. Mark your selections on the enclosed Limited Proxies. b. Date and sign your name exactly as it appears on your Limited Proxies.

c. If you will not be able to attend the Annual Meetings, please appoint a proxy holder to vote on your

behalf. You may appoint the designated proxy holder named on your Limited Proxies, or you may write in the name of another person that you wish to act as your proxy holder. The person you designate must be in attendance at the Annual Meetings.

d. Mail the Limited Proxies in the enclosed postage-paid envelope.

Important Information About Your Vacation Way Limited Proxy Each year, after mailing the Annual Meeting Limited Proxies, we receive several telephone calls with questions about the Vacation Way Recreation Association, Inc. I would like to take this opportunity to explain the relationship between Royal Palms of Orlando Condominium Association, Inc., Imperial Palm Villas Condominium Association, Inc. and the Vacation Way Recreation Association, Inc., resulting in the need for multiple proxies, elections, and Annual Meetings. The Vacation Way Recreation Association, Inc. is the Master Association for both Marriott’s Royal Palms and Marriott’s Imperial Palm Villas. The Association was formed in conjunction with the opening of Imperial Palm Villas in May 1995, due to the fact that Royal Palms and Imperial Palm Villas Condominium Associations share certain common areas such as the Central Facilities Building, pools, and roadways. Owners at Royal Palms and Imperial Palm Villas are automatically members in the Vacation Way Recreation Association, Inc. Vacation Way Recreation Association, Inc. develops the budget for and is responsible for management of these common areas. The expenses for maintenance of these common areas are part of the Royal Palms and Imperial Palm Villas maintenance fees. Vacation Way Recreation Association, Inc., like your home resort Condominium Association, requires a separate vote of its members. If you have any additional questions, please do not hesitate to contact me directly at 407-238-6212, or by email at greg.herman@vacationclub.com. Thank you for taking the time to complete your Limited Proxies. Your vote in the management of your Associations is invaluable. Best regards, Gregory R. Herman General Manager

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