CityView Management Services LLC

Item 5 Fees and Compensation

  A.         The Firm’s Fees and Compensation

The Firm (or its affiliates) charges fees to its clients for its investment advisory and management
services (“Management Fees”) and in certain instances, will charge acquisition fees relating to the

closing of investments (“Acquisition Fees”). Additionally, the Firm (and its affiliates) receive a
profits interest (“Profits Interest” and together with Management Fees and the Acquisition Fees,
“Compensation”) from the Firm’s clients. A portion of the Compensation received by the Firm
and its affiliates is shared with certain unaffiliated capital partners and senior employees of the
Firm.

The Firm currently charges two types of Management Fees. The first type of Management Fees
ranges from 0.5% to 2% per annum of either (i) the committed capital of the client during an initial
agreed upon time period and then the invested capital of the client thereafter or (ii) the invested
capital of the client, which such Management Fees are paid quarterly, as applicable, in arrears or
in advance. The other type of Management Fees charged include (i) an agreed upon dollar amount
per outstanding investment (i.e., investments that have not been divested) plus (ii) a specified
percentage of the gross sales price of investments divested during the prior calendar month, which
such Management Fees are paid monthly in advance.

The Firm (or its affiliates) can also charge Acquisition Fees in an amount equal to one percent
(1.0%) of the total anticipated project costs of an investment (subject to a maximum amount),
payable upon the closing of such investment.

Also, the Firm (or its affiliates) are generally entitled to receive a Profits Interest of 20% to 30%
of cumulative realized client profits following the return of all client capital (and exceeding a
preferred return on such capital), which is paid as earned and in compliance with Rule 205-3
promulgated under the Advisers Act.

Also, in certain Funds, the Firm (or its affiliates) are entitled to receive a fee of up to 3% for acting
as the developer on a project, or a fee of up to 1% for acting as the construction manager on a
project, based on the total project cost exclusive of the cost of financing.

While this Brochure summarizes the Compensation currently charged to clients, the Compensation
charged to the clients is determined through negotiations with Client Investors and is set forth in
detail in the Client Documents.

  B.      Payment of Compensation

Client Investors and SMA clients permit the Firm (or, if applicable, its affiliates) to directly deduct
the Management Fees, Acquisition Fees and Profits Interest payable by the clients to the Firm or
its affiliates. However, the Firm (or, if applicable, its affiliates), in accordance with the Client
Documents, can also request that Client Investors remit the Management Fees to the clients, which
then pays the Firm. In addition, the Management Fees will be paid to the Firm with financing
proceeds.
  C.      Additional Fees and Expenses
Any transaction-related fees, such as break-up fees, director fees and monitoring fees, received by
the Firm in connection with a client’s investments will either be remitted to such client or will
offset the Management Fees and/or the Acquisition Fees charged to such client, in each case, net
of any expenses incurred by the Firm or its affiliates.

Generally, clients will be responsible for their organizational expenses, up to the maximum set
forth in the Client Documents. In addition, clients will be responsible for certain client-related
costs and expenses, which includes expenses incurred in connection with the structuring and
negotiating the acquisition, financing and disposition of investments, insurance and litigation
expenses, legal and accounting expenses and custodial, compliance and administrative expenses.
A detailed description of such costs and expenses is disclosed in the Client Documents.

The SMAs do not generally pay any other fees or expenses associated with City View’s advisory
services.

 D.      Prepayment of Management Fees

Generally, Management Fees are either paid, as applicable (1) quarterly in arrears or (2) as
applicable, monthly or quarterly in advance. If the Firm (or any affiliate thereof) is terminated,
then any Management Fees paid in advance will be prorated and amounts attributable to the period
following such termination shall be returned to the client.

 E.      Additional Compensation and Conflicts of Interest

No supervised persons of the Firm may accept direct compensation for the sale of securities or
other investment products.

Item 7 Types of Clients

The Firm provides investment advice to clients, which include SMAs, private funds and real estate
funds offered to public pension plans and other institutional investors.

Client Investors must represent and warrant in their Subscription Applications that, among other
things, they have reviewed and understand the risks of an investment in the securities and have the
financial knowledge and experience to evaluate such investment. In addition to being financially

sophisticated, each Client Investor must be able to bear the substantial risks of an investment in
the securities, including the loss of the entire investment. The Subscription Application sets forth
any minimum required capital commitment, which will be subject to waiver.