Proprium Capital Partners LP

Fees and Compensation

Compensation and Fee Schedules

Different Funds may be subject to different management fees and performance-based
compensation arrangements. In certain circumstances, the advisory fees payable to
Proprium by individual investors in the Funds may be negotiable and/or waived. Investors
and prospective investors in each Fund should note that similar advisory services may (or
may not) be available from other investment advisers for similar or lower fees. In addition
to this Brochure, all investors should review the Governing Documents for each Fund for
more complete information on the fees and compensation payable with respect to a
particular Fund.

With respect to the Proprium Real Estate Special Situations Fund, L.P. (the “Proprium
Fund”) and any Fund other than certain Co-Investment Funds, Proprium will typically
receive an annual advisory fee, based on a percentage of such Fund’s net asset value.
Additionally, the general partner of such Fund may be entitled to receive a performance-
based allocation at the end of each fiscal year. Prospective investors should refer to the
Governing Documents of any such Fund for more definitive information on the fees
associated with an investment in such Fund.

With respect to certain Co-Investment Funds (the “Frozen Co-Invest”, “Scale Co-Invest”,
“Marmor Co-Invest”, “Atlas Co-Invest”, “Casati I Co-Invest”, “Casati II Co-Invest” and
“Project Alpha”), Proprium earns a management fee based on a percentage of net invested
capital. Additionally, the general partner of such Co-Investment Fund may be entitled to
receive a performance-based allocation .

With respect to one Co-Investment Fund (the “Malone Co-Invest”), Proprium earns a
management fee from a holding company (the “Hold Co”) owned by both the respective
Co-Invest and the Proprium Fund. Such management fee is based on a percentage of the
net invested capital in the Hold Co parent entity. Additionally, an affiliate of Proprium
may be entitled to receive a performance-based allocation upon distribution. Because the
Proprium Fund indirectly holds a portion of Hold Co, a pro-rata portion of the management
fee paid by Hold Co to Proprium is reimbursed by Proprium to the Proprium Fund.

With respect to the Emma Co-Investment Fund, Proprium earns a management fee based
on a percentage of gross asset value and an acquisition fee based on the purchase price of
each property acquired. Additionally, the general partner of the Emma Co-Investment
Fund may be entitled to receive a performance-based allocation. The Proprium Fund is an
investor in the Emma Co-Investment Fund, however no such fees are charged to the
Proprium Fund.

Deduction of Fees; Timing of Payments

Proprium is generally authorized under a Fund’s Governing Documents to charge and
deduct advisory fees directly from the assets of such Fund, at the times and in the amounts
described in such Fund’s Governing Documents. Please refer to the Governing Documents
of the relevant Fund for complete information on the timing of advisory fee payments.

Proprium’s services may be terminated by, in the case of Frozen Co-Invest, Scale Co-Invest
and Malone Co-Invest, the investor in the Co-Invest; in the case of Marmor Co-Invest, 66%
of investors in the Co-Invest, in the case of Atlas Co-Invest, Casati I Co-Invest and Casati
II Co-Invest, 85% of investors in the Co-Invest and in the case of Emma Co-Invest and
Project Alpha, upon occurrence of certain events. In the case of the Proprium Fund, the
majority of investors by NAV can terminate the General Partner and the General Partner
may, upon 90 days’ notice, terminate Proprium as investment manager. Upon any such
termination of advisory services, any prepaid, unearned fees will be promptly refunded to
the applicable Fund, and any earned, unpaid fees will be due and payable.

Other Fees and Expenses

With respect to a Fund, in addition to the advisory fees and performance-based
compensation payable to Proprium and/or its affiliates, the Fund (and therefore, indirectly,
the investors in such Fund) will incur various charges and expenses imposed by third
parties and certain affiliates of Proprium directly relating to the Fund’s operations. These
expenses may include (i) expenses incurred in connection with identifying, evaluating,
structuring, and negotiating any potential Fund investment (including expenses related to
deals that are not consummated by the Fund and whether or not a portion of such
investment was expected to be allocated to one or more co-investors) and the acquisition,
holding, sale, proposed sale or valuation of any Fund investments (including brokerage,
custody and other types of fees); (ii) employment and related overhead expenses incurred
by controlled subsidiaries of certain Funds related to advisory, oversight, management,
reporting and administrative services provided directly to such subsidiaries by affiliates of
Proprium, or by third parties; and (iii) ordinary administrative expenses, including costs
associated with regulatory filings on behalf of Proprium and the Fund, fees of auditors,
attorneys, the Fund’s valuation agent, the Fund’s administrator, and other professionals,
costs of annual meetings and reports to limited partners. Please refer to the Governing
Documents of a Fund for a description of the third party charges that may be incurred by
such Fund in the course of its operations.

The section titled “Brokerage Practices” describes the factors Proprium will consider in
selecting or recommending broker-dealers and determining the reasonableness of their
compensation.

Sales-Based Compensation

Neither Proprium nor its supervised persons will receive any compensation as broker or
agent for the sale of securities or other investment products to any Fund.

Performance-Based Fees and Side-by-Side Management

Types of Clients

Proprium expects to provide investment advice to the Funds that have been or will be
privately offered exclusively to accredited investors and/or qualified purchasers pursuant
to Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended
(the “1940 Act”). As a result, it is not anticipated that the Funds will be required to register
as investment companies under the 1940 Act. The limited partners of the Funds may
include institutional investors (such as corporations, endowments, foundations, trusts,
estates, and pension and profit sharing plans) and high net-worth individuals. Additionally,
as described in the Governing Documents of certain of the Funds, the general partner of
the Fund may offer the opportunity to co-invest with the Proprium Fund with respect to
particular investments. In addition, the general partner may agree in side letters to offer
such right to co-invest to existing and future limited partners in the Fund. Proprium may

provide investment advice to such co-investment entities. Finally, Proprium may, from
time to time, provide customized investment advisory services to high net-worth
individuals and institutional investors via separately-managed account arrangements.

Proprium and/or its affiliates may establish certain alternative investment vehicles, parallel
funds, feeder funds and/or special purpose vehicles (collectively, “AIVs”) for the purpose
of addressing tax, regulatory and/or structural issues, and/or facilitating certain investments
by one or more Funds and/or their respective investors. Prospective investors are requested
to refer to the Governing Documents of the applicable Fund for complete details on any
AIV that may be established by such Fund and such Fund’s ability to make investments
through AIVs.

Minimum Investment Requirements

Proprium and its related persons will require that each limited partner in each of the Funds
be an “accredited investor” as defined in Regulation D under the Securities Act of 1933
(the “Securities Act”). In addition, with respect to certain Funds, Proprium and its related
persons may also require that each limited partner in each such Fund be a “qualified
purchaser” as defined in the 1940 Act.

In general, the minimum investment subscription required of a new limited partner to
participate in a Fund is $5 million. Additionally, a pre-existing limited partner seeking to
make an additional subscription to a Fund is generally subject to a $500,000 minimum.
Notwithstanding the foregoing, the general partner of a Fund may, in its sole discretion,
waive these minimum investment subscription amounts with respect to any limited partner.
Investors should refer to the Governing Documents of a Fund for complete information on
minimum investment requirements for participation in such Fund.

Methods of Analysis, Investment Strategies and Risk of Loss

Investment Strategies

As discussed above under “Advisory Business,” the Funds’ investment strategy is multi-
asset class in nature and involves making minority or controlling opportunistic investments
in public and private equity and fixed income securities of global real estate and real estate-
related portfolio companies (including other pooled investment vehicles). Such portfolio
companies may include companies that are primarily engaged in businesses focused on the
ownership, operation, or development of, or the provision of services relating to, real estate
assets. The Funds may also, as part of their respective investment strategies, invest in
securities and real estate indices and in derivatives linked to such indices and to individual
real estate companies. Additionally, from time to time, the Funds may also invest directly
in real estate and real estate-related assets.