HVPF Manager II LLC

Item 5 – Fees and Compensation

The specific terms of the Manager’s fees and compensation arrangements are set forth in the
Operating Agreement. The Manager generally charges an annual management fee (“Management
Fee”) of up to 2% of Investor commitments during the Fund’s investment period. The Manager
may, in its sole discretion, reduce, waive or calculate differently the Management Fee with respect
to any Investor including, without limitation, Investors that are affiliates of the Manager.

In addition to the Management Fee, the Manager (or an affiliated entity or affiliated persons) is
eligible to receive an incentive allocation as described in the Operating Agreement. Generally,
Investors receive a return of their invested capital plus a preferred return prior to the distribution
of any incentive allocation paid to the Manager. The preferred return is generally 8% annualized
effective internal rate of return on the aggregate capital contributions of the Investor. The incentive
allocation is generally limited up to 30% of the cash available for distribution in excess of the
Class A Members’ capital contributions and preferred return and is generally subject to HV-PF
II’s catch-up and final claw-back as discussed in the Operating Agreement. Prospective Investors
should refer to the Operating Agreement for specific details on the applicable fees and incentive
allocation calculation methodology.

The Manager may, in its sole discretion, reduce, waive or calculate differently carried interest with
respect to any Investor including, without limitation, Investors that are affiliates of the Manager.

The Manager deducts the Management Fee from the Fund’s account quarterly in advance, as
further disclosed in the Fund’s Operating Agreement. In the unlikely event that the Manager does
not provide services for a full period, or if accounts are terminated according to the terms set out
in the Fund’s Operating Agreement, before the end of the relevant period, a pro-rated fee will be
returned to the Fund.

The Manager’s Management Fees and incentive allocation are not inclusive of all the fees and
expenses that Investors may bear. Please refer to the Operating Agreement for a detailed
description of the expenses payable by the Fund.

Organizational Expenses
The Fund will bear all organizational expenses including legal, accounting, tax, travel and other
organizational and offering expenses solely up to an amount capped pursuant to the Fund’s
Operating Agreement. Any excess organizational expenses will be borne by the Manager.

Operating Expenses

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In addition to the Management Fee and organizational and offering expenses, the Fund shall bear
all its own operating and other expenses, including, without limitation, investment-related
expenses, whether relating to investments that are consummated or unconsummated (e.g.,
commissions, due diligence costs, investment banking fees, sourcing or finder’s fees (which may
include a management fee component and/or a performance fee component), borrowing charges,
custodial fees, interest expense and fees on credit facilities, consulting and other professional fees,
and investment-related travel and lodging expenses), and other expenses related to the purchase,
monitoring, sale, settlement, custody or transmittal of portfolio investments; research-related
expenses; legal and compliance expenses; professional fees (including, without limitation,
expenses of consultants, valuation Managers and other experts); the costs of organizing and
maintaining, and expenses incurred by and relating to, any Fund subsidiaries, special purpose
vehicles and/or alternative investment vehicles; expenses related to regulatory and compliance
filings associated with the Fund and its investment activities (including, without limitation,
expenses related to consulting services, software and systems in connection with such filings); the
costs and expenses incurred in connection with any indebtedness of the Fund, any special purpose
vehicles and/or alternative investment vehicles (including, without limitation, the costs of
establishing such indebtedness and loan administration costs); accounting, audit and tax
compliance and preparation expenses (including, without limitation, accounting-, audit- or tax-
related computer hardware and software); fees to the auditor; costs of printing and mailing reports
and notices; liability insurance and related insurance for the benefit of indemnified parties
(including the Fund’s pro-rata portion of any applicable insurance premiums); indemnification
expenses; bank service fees; withholding and transfer fees; taxes; extraordinary expenses;
expenses of meetings; and other similar expenses related to the Fund.

Affiliate Agreements
As specified below, affiliates of the Manager may serve as the developer and/or operator of a
project that the Fund makes an investment in. Any fees payable to affiliates of HV-PF II under
these development and operating agreements will be determined on a case-by-case basis but will
be at rates no less favorable to the Fund than could be obtained from an unaffiliated service
provider.

Either HVPG Managers, LLC or HVPG Holdco Managers, LLC (each, “HVPG Managers”),
provides comprehensive asset management services which complement and enhance those
provided by the existing third-party onsite property managers that the affiliate oversees.
Throughout and after the renovation period, the HVPG Managers team will ensure that the
property continues to take advantage of all available subsidy programs and low-income housing
resources. Dedicated asset management ensures that the Fund holdings have access to operational
best practices and adhere to U.S. Department of Housing and Urban Development (“HUD”),
agency, accounting and investor compliance regulations. HVPG Managers regularly monitors the
market environment to consider refinancing opportunities. HVPG Managers is expected to provide
...

Item 7 – Types of Clients

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As further described in Item 4 of this Brochure, the Manager provides investment management
services to the Fund, which is a private fund investment vehicle exempt from registration under
the Investment Company Act, as amended. In addition, the Manager provides investment advisory
services to the Feeder REIT, which is exempt from registration under the Investment Companies
Act, pursuant to section 3(C)-5(C) thereof.

Investors in the Fund may include, but are not limited to, pension plans, endowments, insurance
companies, investment banks, retail banks, corporate entities, endowments and foundations, trusts,
family offices (both single and multi), high net worth individuals and “knowledgeable employees”.

Admission to the Fund is not open to the general public. Each investor must meet certain eligibility
provisions whereby interests are generally only offered to (i) U.S. investors who are (a) accredited
investors within the meaning of Regulation D of the Securities Act of 1933, as amended; (b)
qualified clients within the meaning of Section 205-3 of the Investment Advisers Act of 1940, as
amended; or (c) qualified purchasers within the meaning of Section 2(a)(51) of the Investment
Company Act of 1940, as amended; (ii) non-U.S. investors, and (iii) “knowledgeable employees”
as such term is defined in Rule 3c-5 of the Investment Company Act of 1940.

Prospective Investors should refer to the Offering Documents for information on minimum
investment requirements. Typically, the Manager will require a minimum investment of $1 million
to $10 million depending on Investor type, although the Manager maintains discretion to
individually waive, increase or reduce the minimum investment required.