Related Party Transactions and Outside Related Director Information

AMREP Corporation (AXR)

8/16/2005 Proxy Information

Mr. Karabots does not qualify as an independent director under the Governance Standards because his son-in-law, Michael P. Duloc, is the chief operating officer of the Company's fulfillment and distribution services businesses. Additionally, those businesses provide distribution and fulfillment services to publishers owned by Mr. Karabots.

On August 4, 1993, pursuant to an agreement with Nicholas G. Karabots and two corporations he then owned, the Company, in exchange for 575,593 shares of its Common Stock, acquired various rights to distribute magazines for its distribution business. The distribution rights covered various magazines published by unaffiliated publishers, as well as magazines published by Mr. Karabots' companies. The distribution contracts with Mr. Karabots' companies, from time to time, have been amended and extended and are now scheduled to expire on December 31, 2005.

The conduct of the Company's magazine distribution business involves the purchase of magazines from publishing companies, including those owned or controlled by Mr. Karabots, and their resale to wholesalers. During the fiscal year ended April 30, 2005, the purchases of magazines from Mr. Karabots' companies amounted to approximately $41.6 million. The Company reports as revenues only the spread between the prices paid to publishers and the prices received for copies sold to wholesaler customers. The $41.6 million paid to Mr. Karabots' companies represents 28.2% of the approximately $147.5 million which the Company paid to all publishers in fiscal 2005. Consistent with industry practice, advance payments for magazine purchases are made to publishers, including Mr. Karabots' companies, based upon estimates of the amounts that will be due to them from the sales of their publications to the buying public. If the actual sales are less than estimated, overadvances will result, which the publishers are obligated to repay promptly, without interest. The total overadvance to Mr. Karabots' companies at June 30, 2005 was approximately $30,000, and its highest amount between May 1, 2004 and June 30, 2005 was approximately $354,000.

The Company also provides fulfillment services for publishing companies owned or controlled by Mr. Karabots under contracts that are effective through August 1, 2006, and continue from year to year thereafter, unless terminated at the election of either party. For fiscal 2005, the revenues for these services were $344,000.

Mr. Karabots is a director, Vice-Chairman of the Board and of the Executive Committee, Chairman of the Compensation and Human Resources Committee and the father-in-law of Michael P. Duloc, one of the Company's executive officers.