AECOM-Canyon Partners Real Estate Fund Advisors LLC

Fees and Compensation
        The Adviser receives an asset-based management fee from each Fund that is typically payable
quarterly in advance, as further described in the applicable Fund’s governing documents. If the Adviser’s
advisory agreement with a Fund is terminated, management fees will be charged on a pro rata basis through
the date of termination, and any fees paid in advance but not earned will be refunded. The general partner
of a Fund will generally make capital calls on Fund investors for the amount of the Adviser’s management
fees and pay the amounts received to the Adviser.

         In addition to the management fees described above, the general partner of the Fund (and,
indirectly, CPRE, ACRE and various individuals involved in managing the Fund through the Sub-Adviser
and otherwise) will generally also be entitled to receive a carried interest allocation from a Fund after certain
performance hurdles have been met, as further described in the applicable Fund’s governing documents.
Such carried interest represents a portion of a Fund’s net investment profits.

         It is anticipated that the Adviser may receive similar asset-based management fees and carried
interests from the Co-Investment Vehicle. Limited partners in the Funds should review the applicable
Fund’s governing documents carefully for a full description of the fee revenues and other compensation
that the Adviser may receive from such Fund.

         The management fees and carried interest are generally subject to waiver or reduction by the
general partner with respect to some or all of a Fund’s limited partners in the general partner’s sole
discretion, as further described in the applicable Fund’s governing documents.

         In general, each Fund will bear all costs and expenses incurred in connection with the organization
of the Fund, the Fund’s general partner and the Adviser, including the arrangements between the Sponsors
relating to a Fund’s general partner and the Adviser such as the costs of preparing the governing documents
of a Fund’s general partner and the Adviser, including legal and accounting fees, printing costs, travel and
other out-of-pocket expenses, and all costs and expenses incurred in connection with the offering of
interests in a Fund (but not any placement fees or travel-related expenses incurred by the Sponsors in
connection with the marketing of a Fund) (“Organizational Expenses”), up to a maximum amount specified
in the applicable Fund’s governing documents. Organizational Expenses in excess of this amount, and any
placement fees, will be paid by a Fund but borne by the Adviser through a 100% offset against such Fund’s
management fee.

         In addition, each Fund will generally be responsible for all expenses relating to its own operations
(“Fund Expenses”), including, without limitation, (a) any management fees; (b) fees, costs and expenses
related to the due diligence, evaluation, purchase, holding, development, management, monitoring and sale
of investments, including, without limitation, travel, accommodation, meal and entertainment expenses
related to such investments or proposed investments, syndication fees, bank charges, closing and execution
costs, sales commissions, finders and brokers fees, appraisal fees and taxes; (c) principal, interest, fees,
costs and expenses and other amounts payable relating to financings (including any credit facility); (d) fees,
costs and expenses relating to third-party services, including custody, legal, accounting, consulting,
investment banking, administrative, tax, audit, depositary, safekeeping and other professional costs,
including those services provided by the Sponsors or other affiliates of a Fund’s general partner or the
Adviser; (e) any insurance or indemnity expenses (including the cost of premiums with respect to any
directors and officers or similar insurance for the employees of the Adviser (i.e., employees of the Sponsors
performing services for the Adviser); (f) fees, costs and expenses relating to a Fund’s administration,
including administrative services and preparation of a Fund’s financial statements and reports to limited
partners, which may be provided by the Sponsors or other affiliates of a Fund’s general partner or the
Adviser; (g) fees, costs and expenses relating to investor meetings and meetings with individual limited
partners; (h) fees, costs and expenses relating to a Fund’s limited partner advisory committee, including
out-of-pocket expenses of its members; (i) any taxes (except for taxes attributable to a particular Investor),
fees or other governmental charges levied against a Fund; (j) fees, costs and expenses associated with
environmental, property management, engineering, construction and related services, including services
provided by the Sponsors or other affiliates of a Fund’s general partner or the Adviser; (k) fees, costs and
expenses related to structuring, organizing, operating and maintaining investment vehicles through which
the Fund’s investment activities are conducted (including any GP Equity Co-Investment Vehicles and LP
Equity Co-Investment Vehicles, to the extent they fail to launch); (l) fees, costs and expenses relating to
unconsummated transactions, including, without limitation, the fees, costs and expenses described in clause
(b) above, and including amounts that would otherwise have been borne directly or indirectly by potential
co-investors were such transactions consummated; (m) fees, costs and expenses related to the dissolution,
liquidation and termination of a Fund and a Fund’s general partner; (n) fees, costs and expenses incurred in
connection with any restructuring or amendments to the offering or constituent documents of a Fund; (o)
expenses incurred in connection with the collection of amounts due to a Fund from any person, including
amounts relating to defaults by limited partners in the payment of capital contributions; (p) fees, costs and
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Types of Clients
        As of the date hereof, it is anticipated that the Adviser’s only clients will be Funds, LP Equity Co-
Investment Vehicles and GP Equity Co-Investment Vehicles. Fund investors are expected to include
individuals, trusts, pension plans, corporations, and public and private entities. Fund investors must meet
the investor qualifications associated with each Fund (which generally require Fund investors to be
“accredited investors” and “qualified purchasers”, as such terms are defined in the federal securities laws).

Methods of Analysis, Investment Strategies and Risk of Loss
         The Adviser seeks capital appreciation for its Clients primarily by investing indirectly through
Operating Partner JVs in Project JVs that pursue ground-up development and value-add real estate
opportunities with significant growth potential and/or strong long-term prospects for value creation. The
Adviser will focus on build-to-core Co-Developer Equity investment opportunities for development or
value-add repositioning of high quality commercial real estate assets. The Adviser will seek to invest in
large-scale projects situated on prime development or redevelopment sites that, once developed, can be
stabilized into well-leased, high-income producing, core investments. The Adviser will target primary
commercial real estate asset classes and projects generally located in urban infill locations within the top
~25 U.S. markets. Once Fund assets are developed, the Project JV business plan will be to stabilize the
assets into well-leased, high-income producing, core investments that are then sold to institutional core
buyers seeking income-producing assets that can provide predictable yield. The Adviser estimates that the
average holding period of each investment will be approximately 5 years.

        Governance Structure

       Due to the nature of the Adviser, an entity which is owned by two separate registered advisers, the
governance structure for the Adviser is a critical element in the management of investments.

         Generally. The Adviser and the Funds’ general partners are all jointly owned and controlled by
the Sponsors. (Solely for purposes of this Brochure, the Adviser and the Fund’s general partners may be
collectively referred to as the “Adviser”.) Pursuant to their respective operating agreements, each of the
Adviser and the Funds’ general partners will be managed by a Board of Directors (each, a “Board”),
consisting of two representatives (each, a “Director”) of each Sponsor (four members in total). The Boards
are generally responsible for the management and control of the Adviser’s and the Funds’ general partner’s
respective business and affairs, and must act unanimously. However, all major investment-related decisions
will be vested in an Investment Committee of the Adviser, as described below. Each Sponsor will have
certain defined roles and responsibilities related to the Adviser and their respective activities, as agreed
between them and reflected in operational policies and procedures.

         The Investment Committee. The Adviser will make all major investment and disposition decisions
related to the Funds’ investments through its Investment Committee. The Investment Committee will
generally consist of eight members (each, an “Investment Committee Member”), four of whom will be
appointed by each Sponsor.

        The Investment Committee will generally meet at least once per quarter, or more frequently as
needed, with at least two members from each Sponsor required to constitute a quorum. Actions by the
Investment Committee at any meeting will generally require unanimity among the Sponsors’ appointees
attending the meeting. Investors should be aware, however, that each Investment Committee Member may,
when voting to approve or disapprove any matter, take into account the interests of his or her appointing
Sponsor, and that those interests may conflict with the interests of the Funds. For additional information,
please see “Certain Risk Considerations – Certain Conflicts of Interest” below.

        Investments will only be acquired with the unanimous consent of the Investment Committee. If
the Investment Committee fails to unanimously approve a Proposed Investment (as defined below), then
the Sponsor whose Investment Committee Members voted in favor of such Proposed Investment will (to
the extent consistent with the Adviser’s duties as an investment adviser to a Fund) be free to pursue such
Proposed Investment independently (either by itself or through its affiliates).

         As noted above, the ACRE investment professionals that provided investment advisory services to
the Funds have transitioned to the Sub-Adviser as part of the Transaction. Subject to ACRE’s oversight
and supervision, these investment professionals will continue to provide investment advisory services to
the Funds pursuant to the Sub-Advisory Agreement. Certain key members of the investment team who
were members of the Investment Committee prior to the formation of the Sub-Adviser will remain members
of the Investment Committee.

        Investment Process. For each proposed investment (a “Proposed Investment”), the Adviser will
form a dedicated investment team consisting of “Investment Officers” for such investment (the “Investment
Team”). Investment Officers will be charged with identifying and recommending potential investments for
review and approval by the Investment Committee and for managing any investments that have been so
approved. The Investment Team for each Proposed Investment will have regular pipeline and asset
management calls, both prior to and after approval. The Investment Team will also provide the Investment
Committee with regular updates (or as otherwise requested by the Investment Committee) regarding each
Proposed Investment in process.

         In order to present a Proposed Investment to the Investment Committee for approval, the
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