CNI NSI Advisors LLC

Item 5: Fees and Compensation

Management Fee

The Trust

The Management Agreement provides that a monthly management fee be paid by the Trust to the Manager
equal to one twelfth of one and one-quarter percent (1.25%) of the fair market value of the Trust's net assets.

The Manager shall compute each installment of the management fee within twenty (20) days after the end of
the calendar month with respect to which such installment is payable. A copy of the computations made by
the Manager to calculate such installment of the management fee shall thereafter promptly be delivered to the
Trust and, upon such delivery, payment of such installment of the management fee shown therein shall be due
and payable in cash no later than the date that is ten (10) days after the date of the delivery to the Trust such
computation. Payment of the management fee may be waived or deferred, in whole or in part, from time to
time, by the Manager without interest.

Other Fees and Expense Reimbursements

Expense Reimbursements

In addition to the management fee, the Trust or its subsidiaries, as the case may be, shall pay directly or reimburse the
Manager for all of the expenses paid or incurred by the Manager in connection with services it provides to the Trust
or its subsidiaries. The Manager will be reimbursed for the expenses identified in the Management Agreement,

including, among others: (i) the actual cost of goods and services used by the Trust or its subsidiaries, including
brokerage fees paid in connection with the purchase and sale of any securities; (ii) interest and other costs for borrowed
money, including, without limitation, discounts, points and other similar fees; (iii) taxes and assessments on income or
assets of the Trust or its subsidiaries and any other taxes otherwise imposed on the Trust or its subsidiaries; (iv) costs
associated with insurance required in connection with the business of the Trust or its subsidiaries or by the Trust's
officers and Trustees; (v) expenses of managing and operating assets owned by the Trust or its subsidiaries; (vi) all
expenses in connection with payments to the Trustees and meeting of the Trustees and Unitholders; (vii) expenses
associated with a sale of the Retained Asset or other restructuring or modification of the terms governing the Retained
Asset; (viii) expenses connected with payments of distributions; (ix) expenses of organizing, revising, amending,
converting, modifying or terminating the Trust; (x) expenses of maintaining communications with Unitholders,
including, without limitation, the cost of preparing, printing, and mailing annual reports and other reports, proxy
statements and other reports required by governmental entities; (xi) administrative service expenses (including, without
limitation, related personnel costs; (xii) audit, accounting and legal fees and other fees for professional services relating
to operations of the Trust or its subsidiaries and all such fees incurred at the request, or on behalf of, independent
Trustees or any committee of the Trustees; (xiii) out-of-pocket costs for the Trust or its subsidiaries to comply
with all applicable laws, regulations and ordinances; and (xii) all other costs incurred by the Manager in
performing its duties.

Expenses incurred by the Manager on behalf of the Trust or its subsidiaries, or in connection with the services
provided to the Trust shall be reimbursed no less than monthly to the Manager. The Manager shall prepare a
statement documenting the expenses of the Trust and its subsidiaries, and shall deliver such statement to the
Trust and Holdco within twenty (20) days after the end of each month. Reimbursement of the expenses set
forth in such statement shall be made no later than ten (10) days after the receipt of such statement.

Fees Related to Special Services

Should the Trustees request that the Manager or any director, officer or employee thereof render services for the Trust or
its subsidiaries other than what is set for in the Management Agreement, such services shall be separately compensated at
such rates and in such amounts as are agreed by the Manager and the independent Trustees.

Timing and Deduction of Fees

All Trust fees are generally calculated and payable monthly in arrears. Trust fees are deducted from Trust assets.
More complete information about fees is contained in the Company's Governing Documents.

Item 7: Types of Clients

The Manager currently only provides management advice to the Trust. The Trust is the transferee of the Retained
Asset of NorthStar I and files reports with the SEC file number for NorthStar I. The Trust expects to obtain no-action
relief from the SEC regarding certain reporting requirements under the Securities Exchange Act of 1934, as amended;
however, there can be no assurance that the Trust will obtain the relief sought. The Trust intends to be treated as a
liquidating trust under Treasury Regulation Section 301.7701-4(d) and any analogous provision of state or local law.

The Manager may in the future provide investment advice to clients other than the Trust, including pooled
investment vehicles, co-investment vehicles and real estate finance companies, generally in the form of corporations,
limited partnerships or limited liability companies. The Manager does not have requirements for opening or
maintaining accounts. However, there may be conditions for investing in Managed Vehicles, including minimum
investment amounts, which are stated in their respective Governing Documents for each Managed Vehicle. For
Managed Vehicles with minimum investment amounts, the Governing Documents generally note that the general
partner or company, as applicable, has the discretion to reduce or waive the minimum investment amount.

As a general matter, any Managed Vehicle client, including the Trust, is or would be managed in accordance with its
investment objectives, strategies and guidelines and is not tailored to the individual needs of any particular investor
and an investment in a Managed Vehicle does not, in and of itself, create an advisory relationship between the
investor and the Manager. Therefore, investors must consider whether the Managed Vehicle meets their investment
objectives and risk tolerance prior to investing in a Managed Vehicle.