Lubert-Adler Management Company LP

ITEM 5. FEES AND COMPENSATION

Lubert-Adler is generally compensated for by providing advisory services through asset-based
management fees and is entitled to receive performance-based compensation. The specific terms
for Lubert-Adler’s compensation by each Fund are dictated by the Fund’s organizational
documents including but not limited to private placement memoranda, limited partnership
agreements, term-sheets, operating agreements, and any other applicable agreements provided to
Fund investors (collectively known as the “Offering Documents”).
Lubert-Adler Real Estate Equity Funds:
Management Fee - Each Fund pays a management or asset management fee (the “Management
Fee”). A Fund’s Management Fee will generally commence on the date of the Fund’s initial
closing or the date in which the previous Lubert-Adler Fund is no longer able to invest (that is,
the date on which 100% of commitments to the previous Fund have been invested, returned,
released or reserved) or may be deferred as noted in the Fund’s Offering Documents and thereafter,
will be paid quarterly in advance on the first day of each calendar quarter. The Management Fee
will typically be based on the committed capital to a Fund by its investors or on the aggregate
equity invested in unsold assets (and depending upon the specific Fund, it may have been sourced
directly from called capital or sourced from the subscription facility until such time as the investor
capital is called) minus any permanent and unrecoverable write downs. Such Management Fees
will vary based on the amounts committed to the Fund by its various investors and the stage of
investment cycle of the Fund. In addition, certain Funds will not charge a Management Fee during
specified periods as noted in the Fund’s Offering Documents. The Management Fee generally
ranges from 0.5% to 2% but may be negotiated lower by certain investors based on the size of
the investor’s commitment to the Fund, or if there is an extension of the Fund’s term.
If a Fund’s investment advisory agreement with Lubert-Adler terminates during a period covered
by Management Fees paid in advance, Lubert-Adler would pro rate such Management Fee and
reimburse the portion of such Management Fee covering the remainder of the period.
Lubert-Adler’s fee compensation will be deducted from the assets or distributions of the Fund
as investors will not separately be billed for advisory services. Lubert-Adler’s compensation for

certain permitted investment vehicles will be shared with others in accordance with the disclosures
made in the Funds Offering Documents.
Acquisition and Development Fees - Only to the extent disclosed and authorized by a Fund’s
Offering Documents, Lubert-Adler or an affiliate will receive an acquisition and/or development
fee for Funds in which the firm acquires and develops real estate properties. Such fees will not
offset any of the specific Funds’ Management Fees.
Asset Management Fees - Any asset management fees received by Lubert-Adler from Joint
Venture Entities will reduce, unless otherwise disclosed in the Fund’s Offering Documents, the
Management Fee of a Fund.
Property Level Fees - To the extent authorized by the Fund’s Offering Documents, Lubert-Adler
or its affiliate will receive fees or expense reimbursements for the establishment and maintenance
of neighborhood investment and management offices as well as for the following types of
property-level services: development, property management and/or leasing services in connection
with the ownership and operation of the Fund’s assets, so long as those services are required by
the Fund’s business and are offered at a rate no less favorable than those provided by a third-party
in an arm’s length transaction; management of property verticals including, without limitation,
unfurnished and furnished apartments, hotels, co-working offices, membership clubs and property
amenities, and food and beverage venues; executive management, administrative; property
operations; repairs, maintenance and cleaning; customer service and satisfaction; revenue
optimization; sales and marketing; and information and technology services. Fees or reimbursable
costs and expenses for such services may include salaries, bonuses and benefits for the employees
providing such services. Costs for services provided to assets of more than one fund will be fairly
allocated, as determined by Lubert-Adler in its sole discretion, to each managed property via
various methodologies, including, but not limited to, percentage of total revenue and vertical-
specific revenue. As specified in the Fund’s Offering Documents, such management services will
be performed at cost or will not exceed 5% of gross rental. The fees payable or costs reimbursed
for such services will not reduce the Management Fee payable by a Fund. Potential conflicts of
interest related to providing services to Fund assets, to the extent not covered by the Fund’s
Offering Documents, will be addressed by requiring a Fund’s executive board (which consists of
certain large, non-affiliated Fund investors) to review and approve the terms of the agreement or
arrangement pursuant to which such services are to be provided.
For certain Lubert-Adler Funds and as disclosed in their Fund’s Offering Documents, Lubert-
Adler or an affiliate will provide various services including property management, leasing, loan
origination, loan servicing, management services to branded properties and construction
management.
Transactional Fees - The Management Fee for a Fund will be reduced, unless otherwise
disclosed in the Fund’s Offering Documents, to the extent that Lubert-Adler receives any
acquisition, disposition, directors’, breakup, origination, sales, brokerage, underwriting,
investment banking or other transaction fees or non-monetary compensation (e.g., stock options
and restricted stock awards) in connection with the investments of a Fund. Certain Lubert-Adler
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ITEM 7. TYPES OF CLIENTS

Lubert-Adler provides discretionary investment advisory services to its Funds where each investor
(generally a limited partner) is required to meet certain suitability qualifications, such as being an
“accredited investor,” “qualified client” and “qualified purchaser” as defined by the meaning set
forth under the Federal Securities Laws. Investors in the Funds will include, but are not limited
to, governmental pension plans, corporate and business entities, endowments and foundations,
trusts, donor advised funds, family offices, and high net worth individuals. The Funds’ Offering
Documents generally require a minimum initial investment or commitment by each investor of $1
million. However, each Fund’s general partner has the discretion to waive or reduce the minimum
initial investment or commitment and has done so for certain investors and has done so regularly.