ACORE Capital LP

ITEM 5         FEES AND COMPENSATION

        The following provides a general description of fees, compensation and expenses for
ACORE Clients. With respect to any particular Separate Account Client, while the description
below is generally applicable, fees and expenses can vary as they are individually negotiated.
Additionally, ACORE Fund investors should review the applicable Governing Documents for
further information.

Fees for Separate Accounts

        For its services provided to Separate Account Clients, ACORE generally is entitled to
receive quarterly: (i) a management fee (“Management Fees”), which is based on the cost or value
of the investments managed and payable in arrears or, at the time the investment is made, based
on a negotiated rate; and (ii) if and to the extent earned, an incentive fee (the “Incentive Fee”),
which is based on the performance of the applicable investments. ACORE in the past was and in
the future may be in some instances also entitled to a fee based on the amount of the Client’s
commitment. With respect to each of the foregoing, such fees are calculated in accordance with
the terms and conditions set forth in the applicable Governing Documents.

        Separate Account Client fees are either deducted from a client’s assets invested with
ACORE at the payment date, withheld from distributions or invoiced at an appropriate time.
Management Fees generally are prorated for any quarterly period that is less than a full three
months. As further described in the applicable Governing Documents, Separate Account Clients
that invest in illiquid investment strategies generally have a limited ability to withdraw from their
account.

       Further, the Incentive Fee charged by ACORE is, in some instances, subject to a clawback,
depending upon the performance of the applicable investments following the payment of such
Incentive Fee. Such clawback provisions, where applicable, are further described in detail in the
applicable Governing Documents.

Fees for ACORE Funds

       ACORE receives Management Fees similar to what is described above for Separate
Account Clients in connection with providing investment advisory services to an ACORE Fund.
Such Management Fees payable to ACORE are, and may in the future be, reduced by the amount
of any placement agent fees paid by such ACORE Fund (see Item 14 “Client Referrals and Other
Compensation” below). The amount and manner of such reduction is and will be set forth in the
Governing Documents of the applicable ACORE Fund. In addition, ACORE or an affiliate

receives performance-based fees or carried interest distributions from ACORE Funds (see
“Performance-Based Fee and Side-By-Side Management” below).

       Due to the illiquid nature of certain investment strategies, ACORE Fund investors will
generally have a limited ability to withdraw from their fund.

        Additional specific details of Management Fees, performance-based fees or carried interest
distributions, fund expenses and fee waivers for ACORE Funds are, and will be, set forth in the
ACORE Funds’ respective Governing Documents.

        Certain investors in an ACORE Fund or Separate Account, including for instance, related
persons, employees and former employees of ACORE (as well as any related entity established by
any of the foregoing, such as trusts, charitable programs, endowments or related programs, family
investment vehicles and other estate planning vehicles) (collectively, "ACORE Investors"), may
not pay Management Fees and/or are not subject to performance-based fees and/or carried interest
distributions in connection with their investment.

Additional Fees and Expenses

        The fees described above are not inclusive of all the fees and expenses which Clients would
bear.

         The following are examples of certain fees and/or expenses that Clients will bear (directly
or indirectly), to the extent provided in the Client’s Governing Documents: (i) all fees and expenses
relating to the custody of a Client’s assets including all custodial expenses, bank charges, and fees
and expenses incurred in respect of, or charged by, any custodian and/or depositary appointed in
relation to the safeguarding, administering and/or holding of the assets of the Client; (ii) all
expenses in respect of income taxes payable in respect of the investments made on behalf of a
Client; (iii) fees and expenses which are directly attributable to the enforcement of a Client’s rights
and remedies with respect to any investment having been made on behalf of a Client; (iv) attorneys’
fees and expenses in connection with litigation with respect to any investments (including potential
litigation and discovery requests), arbitration, settlement and indemnification costs and expenses,
including the costs of judgments and settlements (including the expenses of the “partnership
representative” and the “designated individual”); (v) fees and expenses associated with borrowing
and loan servicing fees including loan servicing agent fees and expenses and loan administration
fees and expenses; (vi) diligence and research-related expenses, including news and quotation
equipment and services, market or industry research expenses, and travel expenses, including in
relation to researching potential or unconsummated investments (or other similar fees); and (vii)
expenses related to negotiating, entering into, holding, monitoring, servicing, enforcing rights
related to, and disposing of investments, including legal expenses, expenses related to a proposed
but not consummated transaction or break-up fees (“Broken Deal Expenses”) servicing fees,
collateral manager expenses, margin and hedging expenses (in each case, including, for

unconsummated transactions, expenses that would have been borne by co-investors or co-
investment vehicles). See “Allocation of Expenses” below for further information regarding the
allocation of Broken Deal Expenses.
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ITEM 7         TYPES OF CLIENTS

        As of the date of this Brochure, ACORE provides discretionary and non-discretionary
investment advisory services to Separate Account Clients, and discretionary investment advisory
services to the ACORE Funds. ACORE’s Clients generally invest in debt interests in commercial
real estate-related assets. ACORE Funds generally include investment partnerships or other
investment entities formed under U.S. or non-U.S. laws and operated pursuant to exemptions from
registration under the Investment Company Act of 1940, as amended (the “1940 Act”). Investors
in ACORE Funds, Separate Accounts or other real estate-related vehicles include, but are not
limited to, insurance companies, pension plans, endowments, other corporate and business entities,
foundations, trusts, sovereign wealth funds and high net worth individuals, as well as ACORE’s
Principals and employees. Minimum account balances for Separate Account Clients and minimum
capital commitments for investors in ACORE Funds are established on a case-by-case basis, and
occasionally are subject to waiver of such minimum. ACORE Fund interests or shares are
generally offered and sold only to investors that are (i) “accredited investors” as defined under
Regulation D of the Securities Act of 1933, as amended or (ii) “qualified purchasers” as defined

under Section 2(a)(51) of the 1940 Act. Additional eligibility requirements may apply to certain
ACORE Funds in the future.