Ares Commercial Real Estate Management LLC

Item 5 - Fees and Compensation
Compensation and Fee Schedules
In general, ACREM receives a management fee in connection with the advisory services provided to each Client.
The information below summarizes the compensation that ACREM receives; however, all Underlying Investors and
prospective investors should carefully review the Governing Documents of each applicable Client in conjunction
with this brochure for complete information on the fees and compensation payable with respect to a particular
Client.

Underlying Investors in our Private Clients are generally all “qualified purchasers” as defined in Section 2(a)(51) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, as such, information
regarding the fees and compensation payable by such Underlying Investors is not required to be provided herein.

We typically earn a fee as compensation for the investment advisory services rendered to a Client (each, an
“Advisory Fee”). Advisory Fees differ between Clients and are established and disclosed in each Client’s Governing
Documents. The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are
intended to be reflective of the underlying investment mandate and associated investment risks of the Client.
Advisory Fees charged to some Clients may differ from such fees that are charged to other Clients; in those and
other situations, such differences are subject to separately negotiated terms and may (or may not) be disclosed to
other Clients or Underlying Investors, subject to each Client’s Governing Documents and/or applicable law. In
certain circumstances, the Advisory Fee payable to ACREM by Underlying Investors of a Client will vary among such
Underlying Investors and may be negotiable. ACREM and Ares Management have entered into, and expect to
continue to enter into, strategic relationships, accounts or programs with Underlying Investors (such Underlying
Investors, “Strategic Investors”) either programmatic or customized, whereby such Strategic Investors commit
capital to, or provide sponsor capital for, one or more existing or future strategies managed by Ares Management,
and its affiliates, including ACREM, as well as co-investment opportunities alongside current or prospective Clients.
In addition to non-economic benefits, such arrangements provide Advisory Fee discounts and other preferential
terms for certain Strategic Investors, including where specified investment thresholds are met across multiple
Clients. As a result, Strategic Investors typically pay lower overall fees than other Underlying Investors in the same
Client. In addition, Underlying Investors that participate in co-investment opportunities are expected to bear a lower
overall fee impact relative to their exposure to assets held by Clients. Moreover, personnel, certain business
associates, and “friends and family” of ACREM and Ares Management generally will not pay an Advisory Fee or
performance-based compensation with respect to their direct or indirect investments in a Client. For further
discussion of Strategic Investors and related conflicts, please refer to “Item 6. Performance-Based Fees and Side-
by-Side Management.”

Advisory Fees paid by a Client are indirectly borne by its Underlying Investors. Underlying Investors and prospective
investors should note that similar advisory services may (or may not) be available from other investment advisers
for similar or lower fees and that the allocable share of Advisory Fees paid by a Private Client may differ among
Underlying Investors of the same Client (or a similar Client).

Subject to a Client’s Governing Documents, a Client is permitted to purchase an interest in another Client, provided
that the sale or purchase is consistent with ACREM’s fiduciary obligations to each Client party to such transaction
and is otherwise consistent with the investment mandate of each such Client. While ACREM endeavors at all times
to act in the best interests of all Clients, Underlying Investors should be aware that ACREM’s receipt of
compensation from each Client and the contribution of additional capital by one Client account to another Client
account may create potential conflicts of interest with respect to such transactions. In certain circumstances,
ACREM may choose to reduce or offset the Advisory Fees of a Client investing in another Client by the amount of
Advisory Fees applicable to the Client’s investment in such other Client.

Form ADV Part 2A: Firm Brochure

Private Client Management Fees
We generally receive an annual management fee from our Private Clients that is calculated during the term of the
account as a percentage of the Private Client’s capital commitments, contributed capital, net asset value, cost basis
of investments or invested capital. A Private Client’s Governing Documents set forth the terms under which
management fees will be calculated, reduced, offset or otherwise limited. Underlying Investors should expect to
bear the full specified management fee rate until it is reduced in the circumstances and/or on the date(s) specified
in the Governing Documents. In the case of partial sales of investments, recapitalizations of investments, or
distributions from investments, each Private Client’s Governing Documents will be used to determine any impact
on whether and the extent to which management fees for Private Clients will be reduced (in whole or in part).
Pursuant to the terms of each Private Client’s Governing Documents, the management fee may change at the end
of a Private Client’s investment period, the end of a Private Client’s term or in connection with the raise of a
successor fund.

With respect to Private Clients for which management fees are based upon a percentage of the Private Client’s
contributed capital, cost basis of investments or invested capital, the amount of management fees payable will not
...

Types of Clients
ACREM provides investment advisory services to various pooled investment vehicles, including public and private
pooled investment vehicles, including ACRE, AREIT and AIREIT, private funds, separately managed accounts, joint
ventures and co-investment vehicles.

Underlying Investors in our Private Clients are comprised primarily of government and private pension funds,
sovereign wealth funds, endowments, foundations, family offices, banks, investment companies, insurance
companies, private corporations, and high-net worth individuals. Generally, Underlying Investors participating in our
Private Clients are required to meet certain suitability and net worth qualifications, such as being (a) an “accredited
investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”), (b) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act, (c) a
“knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act or (d) a non-U.S.
person, depending on the applicable eligibility requirements of the respective Client.

Underlying Investors in AREIT and AIREIT are subject to applicable suitability requirements.

ACREM requires that each Underlying Investor in AIREIT who purchases shares of common stock through the
securities offerings of AIREIT has either (i) a net worth of at least $250,000; or (ii) a gross annual income of at least
$70,000 and a net worth of a $70,000, in each case excluding the value of the home, home furnishings and
automobiles from the calculation of net worth. ACREM requires that each Underlying Investor in AREIT who
purchases shares of common stock through the securities offerings of AREIT has either (x) a net worth of at least
$45,000 and an annual gross income of at least $45,000 or (y) a net worth of at least $150,000, in each case
excluding the value of the home, home furnishings and automobiles from the calculation of net worth. Certain states
and brokers have established suitability standards in addition to the minimum income and net worth standards
described above.

ACREM requires that each Underlying Investor in AREIT who purchases shares of common stock through the
private offering of AREIT is an “accredited investor” (within the meaning of Rule 501 of Regulation D under the
Securities Act) and has either (i) net worth of at least $45,000 and an annual gross income of at least $45,000; or
(ii) a net worth of at least $150,000, in each case excluding the value of the home, home furnishings and automobiles
from the calculation of net worth.

ACREM requires that each Underlying Investor in AIREIT who purchases shares of common stock through the
private offering of AIREIT is an “accredited investor” (within the meaning of Rule 501 of Regulation D under the
Securities Act) and has either (i) a net worth of at least $250,000; or (ii) a gross annual income of at least $70,000
and a net worth of a $70,000, in each case excluding the value of the home, home furnishings and automobiles
from the calculation of net worth.

Underlying Investors may have conflicting investment, tax and other interest with respect to Client investments. The
results of a Client’s activities may affect Underlying Investors differently, depending on their different situations. As
a consequence, conflicts of interest may arise in connection with decisions made by ACREM that benefit one
Underlying Investor over another Underlying Investor. In selecting and structuring investments for a Client, ACREM
will consider the investment and tax objectives of the Client as a whole and not the objectives of any individual
Underlying Investor. However, there can be no assurance that a result will not be more advantageous to some
Underlying Investors than to other Underlying Investors.

Form ADV Part 2A: Firm Brochure

Minimum Investment Requirements
The minimum investment in each Private Client is stated in its Governing Documents and generally requires a
minimum investment of $5 million, although we are permitted to waive this minimum at our discretion.

The minimum initial investment in AREIT for Class S-PR and Class D-PR shares is and for Class T-R, S-R and Class
D-R shares was $2,500, and for Class I-PR shares is and for Class I-R shares was $1 million (unless waived by AREIT).
The minimum account balance is $2,000.

The minimum initial investment in AIREIT for Class S-PR and Class D-PR shares is and for Class T-R and D-R shares
was $2,000, except in certain states as described in AIREIT’s Governing Documents. The minimum initial investment
in AIREIT for Class I-PR shares is and for Class I-R shares was $1 million (unless waived by AIREIT). The minimum
account balance is $2,000.

The minimum investment in the DST Program is $500,000 (unless waived in our discretion).

Form ADV Part 2A: Firm Brochure