Grandview Property Partners LLC

Item 5. Fees and Compensation

A. With respect to the Grandview Partnerships, Grandview and its affiliates are compensated for
   advisory services with asset management fees that are determined based upon a percentage of assets
   under management as well as performance-based fees, as discussed in Item 6. Generally, these fees
   are negotiable on a client-by-client basis and from time to time may be suspended or otherwise
   limited in duration. Because this brochure will only be delivered to qualified purchasers as defined in
   section 2(a)(51)(A) of the Investment Company Act of 1940, as amended ("qualified purchasers"), this
   brochure does not include a fee schedule. With respect to the sub-advisory services provided to
   Greenfield and its affiliates, Grandview and its affiliates are compensated in accordance with the Sub-
   Advisory Agreement.

B. Grandview or its applicable affiliates deduct fees from Grandview Partnerships’ assets on a quarterly
   basis.

C. The Grandview Partnerships do not pay other types of fees to Grandview or its affiliates for advisory
   services, but Grandview Partnerships pay transaction costs and other expenses of forming investment
   vehicles and making, holding, managing and disposing of investments, such as travel and
   administrative expenses, fees of attorneys, accountants and other professionals and consultants, fees
   of real estate brokers and property managers, and fees and other charges of lenders. Grandview is
   also entitled to receive an administrative fee in respect of Grandview III, L.P., the most recently
   launched Grandview Partnership. Subject to the terms of the governing documents of the Grandview
   Partnerships, Grandview and its affiliates are entitled to receive certain transaction and monitoring
   fees from entities in which a Grandview Partnership invests. The net proceeds of any such transaction
   or monitoring fees allocable to the Grandview Partnership would reduce the management fee payable
   by such Partnership. In limited instances, Grandview or its affiliates receive development fees or
   similar fees from an entity in which a Grandview Partnership invests, without reducing the
   management fees payable by such Partnership, provided the payment of such fees has been approved
   by the advisory committee or limited partners of such Grandview Partnership.

2517476.01A-NYCSR03A - MSW

    Certain Grandview Partnerships operate in parallel or may co-invest in the same
    investments. Grandview allocates certain expenses or liabilities among such Grandview Partnerships
    pro rata, based on the relative amounts of their capital commitments. Alternatively, to the extent
    Grandview determines that any such expenses or liabilities are specific to one or more Grandview
    Partnerships, Grandview allocates such expenses solely to such Grandview Partnership(s) on a basis
    that Grandview determines is fair and reasonable.

    A more detailed discussion of fees and expenses relating to Grandview Partnerships is included in the
    private offering memoranda of the Grandview Partnerships.

D. The Grandview Partnerships pay asset management fees to Grandview or its applicable affiliates
   quarterly in advance. In general, if an advisory contract is terminated, the asset management fee for
   the quarter in which the termination occurs would be prorated to the termination date, with the
   overpayment refunded to the Grandview Partnership. If the general partner of a Grandview
   Partnership were to be removed without cause, an amount would be payable upon such removal
   equal to the asset management fee that would otherwise be payable for the one year period following
   the effectiveness of such removal. In each case, this provision would (i) take into account the
   extensive amount of work done and expenses incurred by Grandview and its affiliates in advance of
   organizing such Grandview Partnership and making investments, (ii) be applicable for such Grandview
   Partnership and investors in such Grandview Partnership who are qualified purchasers, (iii) be
   disclosed in advance to such Grandview Partnership and investors in such Grandview Partnership, and
   (iv) be the result of extensive negotiations with the investors in such Grandview Partnership.

E. Neither Grandview nor any of its supervised persons accepts compensation for the sale of securities
   or other investment products.

Item 7. Types of Clients

Grandview generally provides investment advice to Partnerships. Grandview currently does not manage
any accounts other than Partnerships.