Bain Capital Real Estate LP

Item 5. Fees and Compensation

As compensation for investment advisory services rendered to the Clients, the
Adviser generally receives from each applicable Client an annual management fee.
Advisory fees billed to Bain Capital Real Estate Clients vary client by client and are
generally payable quarterly in advance, quarterly in arrears, semi-annually in arrears,
or a combination thereof. Management fees paid by a Fund are indirectly borne by
the limited partners in such Fund.

The precise amount, and the manner and calculation, of the management fee for
each Client is established by the Adviser and is set forth in such Client’s Advisory
Agreement, limited partnership agreement, client agreement (or analogous
organizational document) and/or other documentation received by each limited
partner prior to investment in such vehicle. Fees may differ from one Client to
another, as well as among limited partners in the same vehicle.

Upon termination of an Advisory Agreement, appropriate treatment, including,
where applicable, returning prepaid management fees on a prorated basis, will be
given to all management fees collected in advance. As described below, the
management fee may be reduced in some circumstances in connection with the
receipt by the Adviser or its related persons of various fees paid by actual or
prospective portfolio investments. The management fee is generally subject to
waiver or reduction by the Adviser in its sole discretion, including in connection with
investments made by the General Partners or their related persons. The fee
structures described above may be modified from time to time.

To the extent not paid by portfolio investments or investment vehicles, the Funds
shall bear their own expenses, which shall include those listed directly below.
Expenses borne by a Client may vary among the Clients. Please refer to the limited
partnership agreement, client agreement (or analogous organizational document) of
the applicable Client for details regarding the practices of such Client.

    (a) all investment-related expenses, including expenses relating to identifying
        (including any finder’s fees); evaluating; valuing; researching; investigating;
        structuring; diligencing; monitoring; hedging; purchasing, holding, operating,
        managing, selling (or potentially selling), refinancing (including any brokerage
        fees or expenses), or restructuring investments and potential investments
        (whether or not completed) (including lodging, travel, transportation
        (including the use of private/chartered, first class or business class travel,

 The Adviser does not have ultimate investment discretion with respect to the assets of any Fund,
as such discretion is retained by the applicable General Partner of each Fund.

    taxis, car rentals and any form of other transportation), meals, entertainment
    and other similar expenses relating to the foregoing);

(b) all expenses incurred in connection with the ongoing operation and
    administration of the Funds, including any legal, tax, auditing, financial,
    accounting, domiciliation, consulting, Environmental, Social and Governance
    (“ESG”), procurement, technology, cybersecurity, bookkeeping, record
    keeping, reporting and clerical services (in each case, whether performed by
    internal staff of the Funds’ Adviser or the Funds’ General Partner, affiliates of
    or entities established by the Funds’ Adviser or the Funds’ General Partner or
    by third parties) and expenses related to acquiring, developing, implementing
    or maintaining related software;

(c) all costs and expenses incurred in connection with financings (including
    financing fees; legal fees and expenses, agent fees and other fees and
    expenses incurred in connection therewith);

(d) all fees, taxes and expenses associated with a Fund’s and any investment
    vehicle’s financial statements or tax reporting (including fees and expenses
    associated with preparing tax information, returns, elections, investigations,
    settlements, reviews and audits); expenses incurred in connection with the
    preparation and maintenance of a Fund’s and any investment vehicle’s books
    and records, account holder diligence or the preparation and delivery of wires,
    financial and other reports, circulars, forms, notices, valuations, investment
    summaries and other information (including courier and delivery expenses);
    expenses incurred as a Fund’s representative in connection with a Fund and
    expenses incurred in connection with the dissolution and liquidation of a Fund
    and any investment vehicle;

(e) expenses and fees of any administrator, depositary and/or custodian;

(f) all fees, costs and expenses (which may be paid as an annual fee or retainer,
    consulting fee (e.g., time and materials), and/or incentive compensation (such
    as a bonus or success fee (in the form of cash or equity) based on pre-
    determined targets or milestones), based on the particular services provided,
    or as guaranteed minimum compensation) of professionals (including industry
    executives, advisors, consultants (including operating and sourcing
    consultants), joint venture partners, operating executives, subject matter
    experts or other persons acting in a similar capacity) who provide services to
    the Fund and/or its portfolio investments or investment vehicles, including
    services related to the development of investment theses and investment
    opportunities in a given sector or deal analyses (in each case which services
    may, for the avoidance of doubt, be provided prior to the commencement of
    an investment);

(g) research and data expenses (e.g., news and quotation subscriptions and
    market research, conference expenses (including related travel and other
    expenses of a category identified in clause (a) above) related to developing
...

Item 7. Types of Clients

The Adviser currently provides investment advisory services to the Clients. For
Funds, investment advice is provided directly to the applicable Funds subject to the
direction and control of the General Partner of such Fund and not individually to the
limited partners of such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from
registration under the Securities Act and the 1940 Act. Investors in Funds may
include high net worth individuals, banks, thrift institutions, pension and profit-
sharing plans, sovereign wealth funds, trusts, estates, charitable organizations,
university endowments, corporations, limited partnerships and limited liability
companies or other business entities.

Although the Adviser does not impose minimum dollar values on creating a Fund,
legal eligibility requirements must be met. Minimum investment commitments may
be established for limited partners in Funds. The General Partner of each Fund, in its
sole discretion, may permit investments that are less than the required minimum
investment commitment set forth in the applicable fund documents of such Fund.