Aeref Management LLC

ITEM 5. FEES AND COMPENSATION

        In general, AEREF receives a management fee and promote/carried interest in connection
with the provision of advisory services to its clients. AEREF or other A&E entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio investments of the Funds, and such additional compensation will not offset the
management fees otherwise payable to AEREF to the extent provided by the Governing
Documents. Investors in the Funds also bear certain expenses.

Management Fees

        The Funds pay AEREF asset management fees (“Management Fees”), quarterly in arrears,
based on invested capital in such Fund in the amounts and on such other terms as described in each
Fund’s Governing Documents. Managements Fees are payable until all portfolio investments are
realized or until AEREF’s relationship with the Fund is terminated for other reasons (as described
in the Governing Documents). Installments of the Management Fee payable for any period other
than a full quarterly period are adjusted on a pro rata basis according to the actual number of days
in such period. As a general matter, Management Fees will be payable during term extensions
unless otherwise agreed with investors.

         Pursuant to the Funds’ Governing Documents, AEREF, another A&E entity or a non-
affiliated entity (as applicable) are permitted to receive certain supplemental fees and other
amounts (“Supplemental Fees”) from the Fund or its subsidiaries consisting of: (i) structuring
fees with respect to the origination, renewal, extension, servicing, modification and/or exit fees
paid by borrowers in connection with portfolio investments; (ii) property management fees for
customary, real estate property management services (“Property Management Fee”); (iii)
construction management fees in connection with capital projects or projects that (in the General
Partner’s reasonable judgment) otherwise reasonably require the services of a general contractor,
including to renovate or rehabilitate the common areas, infrastructure or residential units of a
portfolio investment or of a property securing a portfolio investment (“Construction
Management Fee”); (iv) debt placement fees (“Debt Placement Fee”); and (v) other designated
net fee payments received by AEREF or its partners or employees from portfolio investments or
prospective portfolio investments, in each case, in such amounts as described in the relevant
Fund’s Governing Documents. The Funds’ Governing Documents provide that Supplemental Fees

received by AEREF or another A&E entity will not offset management fees otherwise owed to
AEREF. In most circumstances, Supplemental Fees are not reviewed or approved by an
independent third party. The receipt of Supplemental Fees could give rise to actual or potential
conflicts of interest between the Fund, on the one hand, and AEREF and/or its affiliates on the
other hand.

         As a matter of practice, AEREF and other A&E entities are typically paid fees of the type
referred to in the preceding paragraph from, on behalf of or with respect to co-investors in an
investment, as well as other fees relating to the structuring and administration of co-investment
arrangements. The receipt of such fees will not reduce the Management Fee payable by the Fund,
if it has also invested in such investment, and, as a result, the Fund will, in most cases, only benefit
with respect to its allocable portion of any such fee and not the portion of any fee that relates to
such co-investors or potential co-investors (which could include co-investment vehicles managed
by AEREF, third parties, portfolio company management or employees and/or others), which have
the potential to be significant. Unless otherwise agreed with investors, Supplemental Fees
generally will be payable during term extensions. Additionally, as further described below and in
the Governing Documents, it is AEREF’s practice to use or retain certain affiliated and non-
affiliated service providers to provide services to (or with respect to) certain portfolio investments
in which the Fund invests. Such service providers generally receive compensation and other
amounts described herein from the Fund or the relevant portfolio investments to which they
provide services, but no such amounts will offset or reduce the Management Fee.

         Certain Governing Documents permit the General Partner to waive or agree to reduce the
Management Fee. Waived or reduced Management Fees are not subject to Management Fee
offsets.

       It is expected that any future Funds will have a similar fee structure, subject to
modifications determined by AEREF or the General Partner as provided in the Governing
Documents of such future Funds.

Promote/Carried Interest

        The General Partner is entitled to receive payments of promote or carried interest with
respect to the Funds after respective limited partners have received cumulative distributions
equaling their allocable share of capital contributions to the applicable Fund, and a return thereon
as specific in the Fund’s Governing Documents. The promote or carried interest distributed to the
General Partner is subject to a potential clawback or giveback (on an after-tax basis) at the end of
the life of the Fund if the General Partner has received excess promote or carried interest
distributions.

       It is expected that any future Funds will have a similar compensation structure, subject to
modifications determined by AEREF or the General Partner as provided in the Governing
Documents of such future Funds.

Other Information

         The General Partner is permitted to exempt certain “affiliated partner” investors in the
Funds from payment of all or a portion of Management Fees and/or promote/carried interest. The
General Partner reserves the right to make any such exemption from Management Fees and/or
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ITEM 7. TYPES OF CLIENTS

        AEREF provides investment advice solely to its Fund clients, and references throughout
this Brochure to “clients” and to AEREF’s related duties to and practices on behalf of its clients

and/or investors should be construed accordingly. The Funds (and any future Funds) generally
include investment partnerships or other investment entities formed under U.S. or non-U.S. laws
and operated as exempt investment pools under the Investment Company Act of 1940, as amended
(“Investment Company Act”). The investors participating in the Funds generally 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 from time to time include,
directly or indirectly, principals or other employees of AEREF and its affiliates and members of
their families, or other service providers retained by AEREF, as well as executives of portfolio
investments.

        The General Partner also generally is permitted from time to time to establish Funds that
are alternative investment vehicles in order to permit certain investors to participate in one or more
particular investment opportunities in a manner desirable for tax, regulatory or other reasons.
Alternative investment vehicle sponsors generally have limited discretion to invest the assets of
these vehicles independent of limitations or other procedures set forth in the organizational
documents of such vehicles and the governing documents of the applicable Funds.

       The Funds generally have a minimum investment amount of $1 million for third-party
investors, and Interests are offered and sold solely to investors who are both qualified purchasers
and accredited investors (or qualified knowledgeable A&E personnel). The General Partner
generally is permitted to waive such minimum investment amount.