Marcus Partners LLC

Item 5. Fees and Compensation
The Firm generally is compensated for its advisory services to the Funds based on assets under
management and performance-based amounts in accordance with each Fund’s Governing
Documents.

Management Fees

The Firm receives management fees which are based on a percentage of Invested Capital and
capital committed to investment for Fund II, invested capital for Fund III and Fund IV and capital
commitments under management for Fund V, in each case with a $50,000 per year minimum after
the close of each Fund’s investment period. These fees are paid in advance in monthly installments
on the first business day of each month to the applicable Fund. Please refer to Appendix A for the
management fee structure of Fund II, Fund III, Fund IV, and Fund V.

In the event that the applicable General Partner is removed or withdraws as the General Partner of
Fund II, Fund III, Fund IV, or Fund V, it shall cease providing management services thereto and
shall only be entitled to receive and retain management fees computed through the date of removal
or withdrawal. The Firm, in its sole discretion, can waive or reduce the management fees as to all
or any of the investors in a Fund or agree with an investor to waive, reduce or alter the management
fee as to that investor.

Performance-Based Compensation

In addition to management fees as noted above and expense reimbursements for the investment,
management and disposition of real estate and real estate related investments within the Funds, the
Firm, its principals, and senior management are entitled to receive performance-based distributions
("Carried Interest") from the Funds if predetermined rates of return are met. Such performance-
based fees are described in Appendix A for each of Fund II, Fund III, Fund IV, and Fund V. The
Firm in its sole discretion, can waive or reduce the Carried Interest as to any or all Fund investors.

Supplemental Fees

Firm affiliates provide property management, leasing and construction/redevelopment
management services to certain assets held by the Funds and other third parties and receive fees
for those services in amounts that they believe are market rates. With respect to each of Fund II,
Fund III, Fund IV, and Fund V, fees paid to the Firm or its affiliates will not exceed: (i) three
percent (3%) of property gross revenues for property management services, plus customary
reimbursements; (ii) for construction management services, three percent (3%) of construction
costs (including general conditions reimbursements) for Fund II, Fund III, and Fund IV, and three
percent (3%) of budgeted project construction costs (including general conditions reimbursements)
for Fund V; (iii) for redevelopment management services, three percent (3%) of project costs for
Fund II, Fund III, and Fund IV, and three percent (3%) of budgeted project construction costs
(including general conditions reimbursements) for Fund V; and (iv) market-rate leasing fees for
leasing services. All such payments to the Firm and its affiliates are disclosed in the financial
statements of the Funds.

Costs and Expenses

The Firm pays all its normal operating expenses incidental to the provision of administrative
services to its clients, including related overhead. Subject to any expense limitation set forth in the
applicable Governing Documents, each Fund generally is responsible for all expenses of its
organization and operation, including, but not limited to: (a) all expenses of organizing the Fund
and offering the Interests in the Fund, including legal, accounting, tax advice and other consulting
fees, investor relations, marketing and advertising, syndication and printing costs, and filing and
qualification fees, subject to an overall aggregate cap of seven hundred thousand dollars ($700,000)
for Fund II, one million dollars ($1,000,000) for Fund III, one million two hundred and fifty
thousand dollars ($1,250,000) for Fund IV, and one million five hundred thousand dollars
($1,500,000) for Fund V; and (b) costs and expenses incurred in connection with the General
Partner’s performance of its duties as general partner, including: (i) third-party costs, fees and other
out-of-pocket expenses directly related to the identification and investigation of investment
opportunities (whether or not consummated); (ii) third-party costs and expenses related to the
evaluation, structuring, negotiation, acquisition, ownership, management, financing, valuation,
hedging, or sale or other disposition of Investments and the formation of any Fund subsidiaries,
including, without limitation, any subsidiary REIT (including, without limitation, any cost of
obtaining shareholders for any subsidiary REIT); (iii) third-party costs and expenses related to
management information systems, administration, record keeping, investor relations and investor
mailing and communications; (iv) costs and expenses arising from travel, lodging, meals, public
relations, marketing and advertising, courier, mail, printing and copying; (v) costs and expenses of
meetings with the Fund Investors; (vi) fees and expenses of auditors, accountants (including, with
respect to Fund IV, the reasonable costs and expense of in-house fund accountants; with respect to
Fund V, the reasonable costs and expense of in-house fund accountants and reporting), engineers,
architects, appraisers and other professionals, consultants and legal counsel (including the
reasonable cost and expense of in-house legal counsel); (vii) expenses (including (A) reasonable
costs and expenses of independent legal counsel and (B) reasonable travel and other out-of-pocket
expenses) of the Fund Advisory Committee; (viii) costs related to insurance for the Fund or its
subsidiaries; (ix) costs relating to the Fund’s indemnification of the indemnified parties; (x)
litigation fees and expenses; (xi) interest on and fees and expenses arising out of all borrowings of
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Item 7. Types of Clients
The Firm provides investment management services to the Funds. Investors in the Funds include
institutional investors, high net worth individuals, family offices, and trusts, who are not clients of
the Firm. The Firm generally requires investors to be “accredited investors” as defined in
Regulation D under the Securities Act of 1933, as amended. The minimum investment requirement
of investors in Funds managed by the Firm will vary depending on the Fund and may be reduced
or waived by the Firm in its sole discretion.