RXR Asset Management LLC

ITEM 5 – FEES AND COMPENSATION

Item 5.A   Describe how you are compensated for your advisory services. Provide your fee
           schedule. Disclose whether the fees are negotiable.

           The specific compensation arrangements with each Advisory Client are detailed in that
           Advisory Client’s governing documents. RXR is generally compensated for advisory
           services through asset-based management fees (the “Management Fee”). In addition,
           affiliates of RXR can also receive performance-based compensation.

           RXR receives a quarterly Management Fee from each Advisory Client of a percentage
           of unfunded capital commitments or funded capital contributions, as applicable, per
           annum.

           With regards to Advisory Client investments, affiliates of RXR can be eligible to receive
           a percentage of investment proceeds on distributions (the “Carried Interest”). All
           distributions are split between Investors and affiliates of RXR as set forth in the
           applicable Advisory Client’s governing documents. The Carried Interest is generally
           equal to 10-20% of realized gains, which applies once an Investor in the relevant
           Advisory Client has received a specific preferred return (the “Advisory Client Return”).
           Investors are generally allocated all gains until they have surpassed the Advisory Client
           Return. Under certain circumstances RXR has negotiated Management Fees and Carried
           Interest with Investors.

           For certain Advisory Clients, the fee base is reduced when an asset is “permanently
           written down” below a specified percentage. As a result, RXR has a conflict of interest
           in determining whether an asset should be written down, the amount of any such write-
           down and whether the write-down is considered to be permanent. To mitigate these
           conflicts: (i) a valuation of each asset is performed in accordance with the Advisory
           Client’s governing documents and RXR’s Valuation Policy and (ii) to evaluate and
           assess the permanence of write-downs, RXR maintains a permanent write-down policy
           and has established a Permanent Write-Down Assessment Committee, which includes
           an independent member holding a deciding vote on whether a write-down is deemed
           permanent.

           It is important that Advisory Clients and Investors refer to the applicable
           governing documents relating to their investment for a complete understanding of
           how RXR (or its affiliates) are compensated for advisory services. This is
           particularly true with respect to performance-based compensation.             The
           information contained herein is a summary only and is qualified in its entirety by
           such documents.

Item 5.B   Describe whether you deduct fees from clients’ assets or bill clients for fees
           incurred. If clients may select either method, disclose this fact. Explain how often
           you bill clients or deduct your fees.

           RXR can determine, in its sole discretion, to deduct fees from Advisory Clients or bill
           Advisory Clients for fees incurred. Generally, RXR deducts fees from Advisory Clients’
           accounts unless liquid funds are unavailable.

Item 5.C   Describe any other types of fees or expenses clients may pay in connection with your
           advisory services, such as custodian fees or mutual fund expenses. Disclose that
           clients will incur brokerage and other transaction costs, and direct clients to the
           section(s) of your brochure that discuss brokerage.

           The Advisory Clients will typically be responsible for all expenses including, but not
           limited to, the following: (i) costs of organizing the Advisory Client (excluding any
           placement agent fees), which costs can be capped; (ii) expenses incurred in connection
           with identifying, evaluating, structuring and negotiating any potential investment
           (including deposits and commitment fees) and the acquisition, holding, sale, proposed
           sale or valuation of any investments (including due diligence costs, brokerage costs,
           closing costs, legal, accounting and consulting costs, financing costs, “broken deal”
           costs, and the cost of title insurance premiums (which service can be provided by an
           affiliate of RXR) in accordance with the rate manual issued by TIRSA as approved by
           the New York State Dept. of Financial Services); (iii) litigation-related and
           indemnification expenses; (iv) ordinary administrative expenses of the Advisory Client,
           including fees of auditors, attorneys, appraisers and other professionals and the cost of
           meetings of, and reports to, the Investors and the advisory committee (if applicable); and
           (v) reimbursement for employee compensation for certain professional services, such as
           legal, accounting, tax preparation, architectural, engineering, currency and interest rate
           hedging, fund administration, environmental and other consulting, construction, and
           other costs incurred by affiliates of RXR (to the extent such costs could have been
           outsourced to unaffiliated third party providers).

           Affiliates of RXR can provide certain property-related and other services on behalf of
           Advisory Client’s investments including leasing, management, construction and
           construction supervisory, development, residential, digital property technology,
           marketing, loan brokerage, business safety and energy management and procurement
           services. These services are provided based on each investment’s individual operational
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ITEM 7 – TYPES OF CLIENTS

Describe the types of clients to whom you generally provide investment advice, such as individuals,
trusts, investment companies, or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose the requirements.

RXR provides investment advisory services to privately placed pooled investment vehicles, and certain
special purpose investment vehicles.

Interests in Advisory Clients are sold only to investors who meet qualification requirements under
applicable securities and other laws (e.g., sophisticated U.S. and non-U.S. institutional investors, including
pension and profit-sharing plans, state and municipal retirement plans (including government pension
plans), and business entities, as well as family offices and high net worth individuals).

Generally, except for investments in RXR QOF and RXR QOF II, the minimum capital commitment of an
Investor in an Advisory Client is $10 million, although lesser commitment amounts can be accepted in the
discretion of RXR (or its affiliate). The minimum capital commitment of an Investor in RXR QOF or RXR
QOF II is $250,000, although lesser commitment amounts can be accepted in the discretion of RXR (or its
affiliate).