IFP Advisors LLC

ITEM 5. FEES AND COMPENSATION
ASSET BASED FEE
For our real estate advisory services, IFP charges a tiered asset-based management fee calculated as a percentage of
total assets under advisement (“AUA”). IFP’s asset-based advisory fees are subject to applicable fee breakpoints based
on a client’s aggregate AUA. For purposes of determining the applicable fee tier for a billing period, IFP uses the average
daily AUA for the quarter. If the client’s average daily AUA for the applicable billing period meets or exceeds a breakpoint
threshold, the corresponding fee rate applies to the entire average daily AUA for that billing period, rather than being
applied on a graduated or marginal basis.

Changes in AUA that affect the applicable fee tier are reflected through the average daily AUA calculation for the
applicable billing period and are not applied retroactively to prior periods.

The fee schedule is as follows:

ASSETS UNDER ADVISEMENT (“AUA”)                                          FEE (PERCENTAGE OF AUA)
Less than $30,000,000                                                    1.65%
Greater than or equal to $30,000,000 but less than $60,000,000           1.25%
Greater than or equal to $60,000,000 but less than $90,000,000           1.10%
Greater than $90,000,000                                                 1.00%

VALUATION OF ASSETS
Valuation of Direct Real Estate Assets: For purposes of calculating assets under advisement (“AUA”) with respect to Real
Estate Investments consisting of direct real property interests or entity interests for which appraisal-based valuation is
appropriate, each property shall initially be valued at the total purchase price stated in the fully executed purchase and
sale agreement for such property, plus any cash or investment accounts connected to its management together with the
value of any cash, cash equivalents, money-market instruments, and securities accounts maintained by or for the Client
that are ancillary to, and used for, the ownership, operation, working capital, capital expenditures, or reserves of such
property (collectively, “Ancillary Accounts”), minus any mortgage or line of credit secured by such property. Billing shall
commence on the closing date.

IFP charges asset-based advisory fees for its real estate advisory services, which are calculated and billed quarterly in
arrears. Fees are based on the average daily value of AUA during the applicable billing period, determined in accordance
with the valuation methodologies described below.

Each property shall be revalued annually as of a valuation date not later than 30 days after the anniversary of the
property’s closing date (or such other date as the parties may agree in writing) based on an independent appraisal.
The appraiser shall be selected by IFP and shall be reasonably acceptable to the Client, provided that failure by the
Client to object in writing within ten (10) business days after IFP’s notice of selection shall constitute acceptance. The
discounted cash flow method shall be the default valuation methodology unless IFP and the Client agree in writing that
another recognized valuation method is more appropriate for a particular property (e.g., cost approach for development
assets or income-capitalization approach for stabilized properties). For purposes of calculating average daily AUA, the
appraised or otherwise determined property value remains constant throughout the applicable period until updated by
a subsequent valuation.
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Outstanding mortgages or other indebtedness associated with real estate investments are reflected based on actual
loan balances, which generally change over time due to scheduled principal amortization. For fee calculation purposes,
loan balances are updated as payments are made, and the resulting net equity value of each property is incorporated
into the average daily AUA calculation.

Valuation of Securities and Other Non-Appraised Investments: With respect to Real Estate Investments consisting
of securities or investment interests that are not subject to the appraisal mechanism mentioned above, AUA shall be
determined by reference to (i) for publicly traded securities, a weighted average valuation of the daily closing price
on the principal exchange or trading venue; (ii) for other marketable instruments, a weighted average valuation of the
daily closing value reported by the qualified custodian or the pricing source customarily used for such instruments; and
(iii) for private pooled investment vehicles, including limited liability companies, limited partnerships, special-purpose
entities, co-investment vehicles, and private real-estate funds, a daily weighted average valuation of the client’s pro rata
portion of the capital account value, NAV, or other valuation reported by the manager, general partner, or administrator
of such vehicle, as reflected in the quarterly, monthly, or event-driven valuation statements provided to the client.

For the avoidance of doubt, any Ancillary Accounts comprised of securities or cash equivalents associated with such
investments shall be included in AUA and valued in accordance to the above methodology. Notwithstanding anything
to the contrary in the Primary Advisory Agreement, any cash, cash-equivalent, money-market, securities, working-
capital, capital-expenditure, or reserve accounts that are ancillary to, and maintained for the ownership, operation,
financing, or disposition of, the client’s Real Estate Investments shall be included in AUA and billed under the Real Estate
Advisory Services Agreement, even if such accounts are maintained at or through a qualified custodian. IFP will avoid
duplicative billing; to the extent any Ancillary Account is included in AUA and billed under the Real Estate Advisory
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ITEM 7. TYPES OF CLIENTS
IFP’s real estate advisory services are offered to ultra-high-net-worth individuals and families, including family offices,
given the substantial capital and long investment horizons required. In general, this service is appropriate for clients with
a net worth in excess of $100 million who wish to allocate a significant portfolio ($20 million or more is recommended)
to direct real estate holdings. We may also serve trusts or entities (LLCs, partnerships) established by such individuals
for owning real estate.