Acres Capital LLC

ITEM 5: FEES AND COMPENSATION

   A. COMPENSATION

      ACRES is compensated pursuant to the terms set forth in the Fund Governing Documents, Separate
      Account Agreements and ACR Management Agreement. ACRES’ fees are paid (i) with respect to
      AMF, directly by AMF, (ii) with respect to each Separate Account, directly by the owner of the
      Separate Account, and (iii) with respect to ACR, directly by ACR.

AMF

As compensation for investment supervisory services rendered to AMF, ACRES receives from
AMF an advisory fee (a “Management Fee”). Management Fees paid by AMF are indirectly borne
by investors in AMF.

For AMF, ACRES is entitled to receive a Management Fee, based upon Net Asset Value (as defined
in AMF’s Fund Governing Documents). Fees range from 0% to 2.75%. Information about the fees
paid by each class of investor is set forth in AMF’s Fund Governing Documents.

AMF also pays a servicing fee to ACRES Capital Servicing, LLC (“ACRES Capital Servicing”),
a wholly-owned subsidiary of ACRES (a “Servicing Fee”), payable quarterly in arrears on the first
business day of each calendar quarter, calculated monthly as of the last day of each month of the
prior calendar quarter, and calculated as follows: with respect to all Sub-Classes, 15 basis points
(0.15%) per annum of Net Asset Value (as defined in AMF’s Fund Governing Documents).

Certain investors in AMF may pay no (or a reduced) Management Fee, Servicing Fee or carried
interest in connection with their investment in AMF. Notwithstanding that these investors will pay
no (or a reduced) Management Fee, Servicing Fee or carried interest, these investors will bear their
pro rata share of Fund expenses.

ACRES is responsible for its own operating expenses incurred in the performance of its obligations
under the Investment Management Agreement. ACRES is entitled to reimbursement by AMF for
operating expenses of AMF (as described below under “Additional Fees and Expenses”) paid by
ACRES.

The Investment Management Agreement may be terminated by either ACRES or AMF upon ninety
(90) days’ prior written notice to the other party.

SEPARATE ACCOUNTS

For the Separate Accounts, ACRES is generally entitled to a Management Fee and Servicing Fee
for servicing, management and origination services. Such fees are generally based on a percentage
of the aggregate amount invested at cost for the investments made for the account. Fees are
individually negotiated and may be different than the terms and conditions that apply to other
Clients.

ACRES is also entitled to an incentive fee from certain Separate Accounts in the event performance
hurdles set forth in such Separate Account’s Separate Account Agreement are achieved. Please
refer to Item 6 for additional information regarding performance-based compensation.

Each Separate Account Agreement sets forth the fees to be paid to ACRES by a Separate Account.
ACRES is responsible for its own operating expenses incurred in the performance of its obligations
under each Separate Account Agreement. ACRES is entitled to reimbursement by the owner of a
Separate Account for the operating expenses of such Separate Account paid by ACRES.

Each Separate Account Agreement sets forth the termination right(s) of ACRES and the owner of
a Separate Account.

ACR

For ACR, ACRES receives a monthly base management fee (the “Base Management Fee”),
calculated and paid monthly in arrears, equal to 1/12th of the amount of ACR’s Equity (as defined
in the ACR Management Agreement) as of the end of such month, multiplied by 1.50%. provided,
however that for each calendar month from July 31, 2020 through July 31, 2022, such fee shall be
equal to the greater of (A) $442,000 and (B) the Base Management Fee.

ACRES also charges a quarterly performance fee (the “Incentive Fee”) to ACR, calculated
quarterly through the fiscal quarter ending September 30, 2022 as follows: (A) 20% of the amount
by which ACR’s Earnings Available for Distribution (as defined in the ACR Management
Agreement) for a quarter exceeds the product of (i) the weighted average of (x) the book value
divided by 10,293,783 and (y) the per share price (including the conversion price, if applicable)
paid for common shares in each offering (or issuance upon the conversion of convertible securities)
by ACR subsequent to September 30, 2017, multiplied by (ii) the greater of (x) 1.75% and (y)
0.4375% plus one-fourth of the ten-year U.S. Treasury Rate for such quarter; multiplied by (B) the
weighted average number of common shares outstanding during such quarter; subject to adjustment
(a) to exclude events pursuant to changes in generally accepted accounting principles (“GAAP”)
or the application of GAAP as well as non-recurring or unusual transactions or events, after
discussion between ACRES and ACR’s independent directors and approval by a majority of the
independent directors in the case of non-recurring or unusual transactions or events, and (b) to
deduct an amount equal to any fees paid directly by a taxable REIT subsidiary (a “TRS”) (or any
subsidiary thereof) to employees, agents and/or affiliates of ACRES with respect to profits of such
TRS (or subsidiary thereof) generated from the services of such employees, agents and/or affiliates,
the fee structure of which shall have been approved by a majority of ACR’s independent directors
and which fees may not exceed 20% of the net income (before such fees) of such TRS (or subsidiary
thereof). With respect to each fiscal quarter commencing with the quarter ending December 31,
2022, the Incentive Fee is calculated as follows: (A) for the first full calendar quarter ending
December 31, 2022, the product of (i) 20% and (ii) the excess of (1) ACR’s Earnings Available for
Distribution (as defined in the ACR Management Agreement) for such calendar quarter, over (2)
the product of (a) ACR’s Book Value Equity (as defined in the ACR Management Agreement) as
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ITEM 7: TYPES OF CLIENTS

ACRES provides investment advisory services to its Clients. If applicable, the minimum capital
commitment for each Client or each investor in a Client is set forth in the Client’s Governing Documents
and other documents provided to Clients or eligible prospective investors.

For a Client that is a Fund or a CLO, interests in such Client are offered only to persons that are (i)
“accredited investors,” as defined in Regulation D under the Securities Act and (ii) either “qualified
purchasers” or “knowledgeable employees,” each as defined in the Investment Company Act and the rules
thereunder. For a Client that is a Separate Account, the owner of the Separate Account will satisfy similar
requirements. The investors in a Client (or in the case of a Client that is separate account, the owner of the
separate account) include pension funds, high net worth individuals, insurance companies, investment
banks, banks, trusts, family offices, foundations, endowments, fund-of-funds, and other similar institutions,
as well as other collective investment vehicles in which the foregoing invest.

For a Client that is a Fund or a CLO, an investor in such Client executes agreements with the applicable
Client (either directly or by executing a subscription agreement for such Client) in connection with its

investment. An investor is generally not permitted to withdraw or redeem from a Client prior to its
dissolution, except as provided in the Fund or CLO’s Governing Documents.

For a Client that is a Separate Account, the Separate Account will execute a Separate Account Agreement
with ACRES. The Separate Account Agreement will set forth the terms by which the owner of a Separate
Account may withdraw funds from such Separate Account.

ACRES (either on its own behalf and/or on behalf of a Fund), without any act, approval or vote of any other
Fund investor, has (and in the future may) enter into letter agreements or other similar agreements (each, a
“Side Letter”) with one or more Fund investors that has the effect of establishing rights under, or altering
or supplementing the terms of, a Fund’s Governing Documents. Any rights established, or any terms of
such Fund Governing Document altered or supplemented, in a Side Letter with a Fund investor govern,
notwithstanding any other provision of such Fund’s Governing Documents. As a result of Side Letters,
certain investors in a Fund may receive additional benefits that other Fund investors will not receive, which
may include different fee structures and other preferential economic rights (such as, rights to reduced or
waived management fees or performance-based compensation), information and reporting rights, excuse or
exclusion rights, waiver of certain confidentiality obligations, co-investment rights, certain rights or terms
necessary in light of particular legal, regulatory or policy requirements of a particular investor, additional
obligations and restrictions with respect to structuring particular investments in light of the legal and
regulatory considerations applicable to a particular investor, veto rights and liquidity or transfer rights.
Except as otherwise agreed to with an investor in a Fund, ACRES will not be required to notify any other
investor in the Fund of the existence of any Side Letter or any of the rights, terms or provisions thereof, and
ACRES will not be required to offer such additional or different rights or terms to any other Fund investor.
No Investor in a Fund will have recourse against such Fund, ACRES or any of their respective affiliates in
the event that one or more investors in the Fund receive additional or different rights or terms pursuant to
any Side Letter. For more information regarding Side Letters please see Item 8.B. below.

ACR is a publicly-traded REIT that is traded on the New York Stock Exchange (NYSE: ACR). Greater
detail regarding ACR may be found on ACR’s website, www.acresreit.com, or on the SEC’s website,
www.sec.gov.