Acre Manager LLC

Item 5 - Fees and Compensation

         In general, the Adviser receives a management fee from each of the Funds that it manages as
compensation for the investment advisory services rendered to the applicable Fund. The Adviser also
typically receives performance-based compensation or carried interest pursuant to the applicable
Governing Documents for such Fund.

         The precise amount, the manner of calculation and the manner and timing of payment of any
such management fee, carried interest, or performance-based compensation for each such Fund are
established by the Adviser, as modified by negotiations with Investors in the applicable Fund, and are
set forth in such Fund’s Governing Documents provided to each Investor prior to investment in such
Fund. Nonetheless, the structure of the management fee and carried interest which the Adviser
currently employs and which the Adviser expects to employ with respect to future Funds going forward
is summarized below.

        Management Fees

         Through the end of the investment period, the Adviser will receive an annual management fee
(the “Management Fee”) from the Master Funds equal to a percentage of the Master Fund’s aggregate
capital commitments. Thereafter, the annual Management Fee will be a percentage of the Master
Fund’s funded capital commitments. The Management Fee is payable quarterly in advance. To the
extent that the Management Fee is paid at the ACRE REITS or (if applicable) the Alternative
Investment Vehicle level, no management fee will be taken at the Master Fund or the Feeder Fund
level. The Management Fee will commence as of the first closing based on the Master Fund’s aggregate
capital commitments, regardless of when a Limited Partner is actually admitted. With respect to any
Limited Partner participating in a subsequent closing, the Limited Partner will be liable for its portion
of the Management Fee retroactive to the first closing. The Management Fee to be paid to the Adviser
may be offset against any distributions and may be requested from the Limited Partners as contributions
to the extent capital commitments remain undrawn.

        Fund Expenses and Other

         In certain circumstances, the Management Fees payable to the Adviser by individual Investors
in the Funds can vary among such Investors (e.g., based on size of commitment, aggregate
commitments to the Funds, timing of admission or other strategic or relationship factors) and may be
negotiable. Moreover, the Adviser is permitted to exempt certain “affiliated partner” Investors in the
Funds from payment of all or a portion of Management Fees and/or carried interest, including the
Adviser and any other person designated by the Adviser, such as “friends and family” and certain
business associates of the Adviser or its personnel, or other Investors meeting certain qualification
requirements based on commitment size or other strategic or relationship factors. Any such exemption
from fees and/or carried interest may be made by a direct exemption, a rebate by the Adviser and/or its
affiliates, or through other Funds which co-invest with a Fund. For example, in instances where an

Adviser professional (or an affiliated entity thereof) invests in a Fund, such professional (or such
affiliated entity) generally will be exempt from payment of the Management Fee and carried interest
with respect to such Fund. Additionally, to the extent permitted by the relevant Governing Documents,
the Adviser has the right to permit Investors, affiliated with the Adviser or otherwise, to invest through
vehicles that do not bear Management Fees, carried interest, or performance-based compensation. In
general, the Management Fee offsets described above apply only with respect to the capital
commitments of fee-paying Investors.

        The Funds generally invest, and anticipate continuing to invest, on a long-term basis.
Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described
in the Governing Documents, over the term of the relevant Fund, and Investors generally are not
permitted to withdraw or redeem interests in the Funds.

         Principals or other current or former employees of the Adviser generally receive salaries and
other compensation derived from, and in certain cases including a portion of, the Management Fee,
carried interest or other compensation received by the Adviser or its affiliates.

         A Fund will bear and be charged (or reimburse the General Partner) with all costs, expenses
and liabilities incurred by or arising out of the operation and activities of the Fund or its subsidiaries,
ordinary or extraordinary (the “Fund Expenses”) including, without limitation, Management Fees; fees
and expenses relating to actual and potential Fund Investments and temporary Fund Investments,
transportation, meal and lodging expenses of the personnel of the General Partner; sales commissions
and fees, commitment fees and costs and expenses incurred in the purchase and sale of Fund
Investments; interest on and fees, commissions, costs and expenses and other amounts payable related
to or arising from any indebtedness or hedging activities of the Fund; costs related to the operations of
the Fund, including, without limitation, fees and expenses of experts, appraisers, custodians, outside
counsel, consultants, accountants, auditors, the Administrators and tax return preparers, including,
without limitation, expenses associated with the preparation of the financial statements and tax returns
of the Fund; premiums for casualty and other insurance protecting the Fund and its property and Fund
Investments from loss; premiums for insurance protecting the Fund and certain persons from liabilities
to third parties in connection with Fund Investments and other activities; fees for property management,
brokerage, leasing, development or other services provided in connection with Fund Investments;
...

Item 7 - Types of Clients

         As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services
only to the Funds, which are investment partnerships, or similar entities, which are exempt from
registration under the Investment Company Act. The Investors participating in the Funds may include
individuals, banks or thrift institutions, other investment entities, university endowments, sovereign
wealth funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities and may include, directly or indirectly, Principals or other
employees of the Adviser and its affiliates and members of their families or service providers retained
by the Adviser.

        Certain of the Feeder Funds are offering Interests to qualified investors on the terms outlined
in the Governing Documents.

         Those Feeder Funds will each offer Interests in accordance with Section 3(c)(7) of the
Investment Company Act and each prospective investor will be required to represent, among other
things, that it is both (i) an “accredited investor” as such term is defined in Regulation D of the
Securities Act, and (ii) a “qualified purchaser” as such term is defined in Section 2(a)(51) of the
Investment Company Act.

         The minimum capital commitment to those Feeder Funds by a Limited Partner will be a range
of up to USD $5,000,000, although the General Partner reserves the right, in its sole discretion, to accept
capital commitments of lesser amounts.