Sculptor Advisors LLC

Item 5 – Fees and Compensation

Management Fees
The Adviser charges Sculptor REIT a management fee of 1.25% with respect to Class D, Class I
and Class S; 0.75% with respect to Class A, Class AA and Class I-S; and 0.5% with respect to
Class F and Class FF of Sculptor REIT’s aggregate net asset value (“NAV”) per annum payable
monthly in arrears. Class E shares will have no management fee associated with them.
Additionally, to the extent that the Operating Partnership issues Operating Partnership units to
parties other than Sculptor REIT, the Operating Partnership will pay the Adviser a management
fee equal to 1.25% of aggregate of the NAV of the Operating Partnership attributable to such
Operating Partnership units not held by Sculptor REIT per annum payable monthly in arrears. As
set forth in Item 6 below, the Adviser is also entitled to receive incentive income in the form of
performance participation interests.

Management fees and incentive income are otherwise calculated based on the terms set forth in a
Client’s offering materials (including the PPM of Sculptor REIT) and other constituent documents
and are paid in a manner consistent with such documents. Investors should review carefully the
specific terms set forth in the relevant Client’s offering documents (including the PPM of Sculptor
REIT).

Management fees and incentive income are generally subject to modification, waiver or reduction
by the Adviser. The Adviser, to the extent permitted by applicable law, negotiates specific terms
of investment for certain investors that differ from the terms applicable to other investors. As a

result, certain investors receive additional benefits that other investors will not receive, such as
economic arrangements. Fees may differ from one Client to another, as well as among investors
with the same Client or tranche.

The Adviser offers different tranches or different share classes of securities in the Sculptor REIT
and its affiliated investment platform that may afford preferential rights to certain investors (such
as “founders shares”) that differ from the terms and economics applicable to other investors,
including for instance different management fees, downside risk protection, and terms relating to
performance participation interests. These different terms may result in certain tranches receiving
higher ultimate returns than other tranches (for instance, uncapped upside economics). Any such
tranches or different share classes will be offered in accordance with the Sculptor REIT’s or its
affiliated investment platforms’ offering materials.

Other Fees Payable to the Adviser and its Affiliates

Sculptor REIT may retain certain of the Adviser’s affiliates, from time to time, for services relating
to its investments or its operations, which may include property management services, leasing
services, corporate services, statutory services, transaction support services (including but not
limited to coordinating with brokers, lawyers, accountants and other advisors, assembling relevant
information, conducting financial and market analyses and coordinating closing procedures),
construction and development management and loan arrangement, management and servicing, and
within one or more such categories, providing services in respect of asset or investment
administration, accounting, technology, tax preparation, finance (including but not limited to
budget preparation and preparation and maintenance of corporate models), treasury, operational
coordination, risk management, insurance placement, human resources, legal and compliance,
valuation and reporting-related services, as well as services related to mortgage servicing, group
purchasing, health care, consulting/brokerage, capital markets/credit origination, property, title
and other types of insurance, management consulting and other similar operational matters. Any
fees paid to the Adviser’s affiliates for any such services will not reduce the management fee. Any
such arrangements will be at market rates.

Additional Expenses
The Adviser is entitled to reimbursement of all costs and expenses incurred by it or its affiliates
on the Clients’ behalf, provided that the Adviser is currently responsible for the expenses related
to any and all personnel of the Adviser who provide investment advisory services to the Clients
pursuant to the Advisory Agreement (including, without limitation, each of the officers the Clients
and any directors who are also directors, officers or employees of the Adviser or any of its
affiliates), including, without limitation, salaries, bonus and other wages, payroll taxes and the cost
of employee benefit plans of such personnel, costs of insurance with respect to such personnel and
travel, meal, lodging and entertainment expenses related to such personnel (“Adviser Expenses”).

The Clients shall pay all of their costs and expenses directly or reimburse the Adviser or its
affiliates for costs and expenses of the Adviser and its affiliates incurred on behalf of the Clients
(including, when such costs and expenses are for the benefit of the Clients or the operating
partnership on the one hand and the Adviser or its affiliates or other Sculptor accounts on the other

hand, the Clients’ and the operating partnerships’ allocable share of such costs and expenses),
other than Adviser Expenses. Without limiting the generality of the foregoing, the following costs
and expenses of the Clients are not Adviser Expenses and shall be paid by the Clients:

   i.   organization and offering expenses;

  ii.   acquisition expenses;

 iii.   fees, costs and expenses in connection with the issuance and transaction costs incident to
        the trading, settling, disposition and financing of investments (whether or not
        consummated), including brokerage commissions, hedging costs, prime brokerage fees,
        custodial expenses, clearing and settlement charges, forfeited deposits, and other
...

Item 7 – Types of Clients
As noted in Item 4 above, the Adviser currently provides investment advice to Sculptor REIT. The
Investors in Sculptor REIT may consist of individuals and retail investors, as well as institutional
clients such as financial institutions, public and private pension funds, sovereign wealth funds,
endowments, and foundations.

Class F and Class FF shares were available for issuance through a third-party distribution partner
through January 1, 2024. Existing investors in Class F and Class FF continued to invest in such
classes in an amount up to such investor’s initial investment in such class until January 1, 2025.
Additionally, sales of Class F were briefly reopened for purchase by an offshore fund. Purchasers
of Class FF shares were required to purchase a minimum of $25,000 of shares. Class FF shares are
now only available pursuant to Sculptor REIT’s distribution reinvestment plan. Class F shares may
be purchased directly from Sculptor REIT by institutional investors purchasing at least $50 million
of shares (unless the minimum investment amount is waived by Sculptor REIT). Purchasers of
Class A and Class AA shares must purchase a minimum of $25,000 of shares. Class A, AA, S, D
and I shares became available for issuance on October 1, 2023, however, Class A and AA shares
are only expected to be issued through the earlier of: (a) December 1, 2026 and (b) $100,000,000
of new subscriptions for Class A and AA shares combined in Sculptor REIT’s primary offering,
beginning with the January 1, 2025 subscription date. Class I-S became available for issuance on
January 1, 2025. The minimum initial investment for Class S, D, E and Class I-S shares is $2,500;
and the minimum initial investment for Class I shares is $1,000,000, unless waived by Sculptor
REIT. Class E shares are only expected to be held by Sculptor Capital Management, Inc., its
personnel and affiliates, and Sculptor REIT directors.

The Adviser offers different tranches or different share classes of securities in the Sculptor REIT
and its affiliated investment platform that may afford preferential rights to certain investors (such
as “founders shares”) that differ from the terms and economics applicable to other investors,
including for instance different management fees, downside risk protection, and terms relating to
performance participation interests. These different terms may result in certain tranches
receiving higher ultimate returns than other tranches (for instance, uncapped upside economics).
Any such tranches or different share classes will be offered in accordance with the Sculptor
REIT’s or its affiliated investment platforms’ offering materials.

All Investors in Sculptor REIT are subject to applicable suitability requirements. These include
(without limitation) customary representations, including (without limitation) those needed to
show that the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act. Certain brokers have established or may in the future
establish suitability standards in addition to the foregoing “accredited investor” requirement.
Shares in Sculptor REIT will only be sold to Investors who meet applicable suitability standards.
Suitability standards for Sculptor REIT’s Investors are as set forth in Sculptor REIT’s then current
PPM, subscription agreements and other Investor documentation relating to the sale of Sculptor
REIT shares to such Investor.