CNI NRE Advisors LLC

Item 5: Fees and Compensation

As a general matter, fees are separately determined for each Client of the Manager or its affiliates. The Manager and its
affiliates receive (i) management and incentive fees pursuant to advisory contracts and other agreements with Clients; and
(ii) other fees and expense reimbursements.

The Company's management agreement with the Manager ("Management Agreement"), provides for both an
annual base management fee and an incentive fee as well as certain other fees and expense reimbursements, as
described in more detail below. As of November 7, 2018, the Company and the Manager entered into
Amendment No. 1 to the Amended and Restated Management Agreement to provide for the automatic
termination of the Management Agreement upon the earlier of (i) the closing of a Company change of control
and (ii) the completion of an internalization of the management of the Company within nine months of the
later of (x) April 30, 2019, if a definitive agreement is not in place for a Company change of control and (y) if
on April 30, 2019 there is a definitive agreement for a Company change of control on which such agreement is
terminated within 30 days. The amendment provides that upon the termination, the Company will be obligated
to pay the Manager a termination fee equal to (i) $70 million less (ii) the amount of the inventive fees paid
pursuant to the terms of the Management Agreement. No inventive fees will be payable for any period after
the termination date. For further details, please see Form 8-K filed on Edgar on November 8, 2018
(https://www.sec.gov/Archives/edgar/data/1646587/000164658718000034/0001646587-18-000034-
index.htm)

Management and Incentive Fees

The annual base management fee, payable by the Company under the Management Agreement, which is
calculated and payable quarterly in arrears in cash, is equal to:

    •    one and one-half percent (1.50%) of the Company's EPRA NAV (as defined in the Management
         Agreement) for EPRA NAV amounts up to and including $2.0 billion; plus

    •    one and one-quarter percent (1.25%) of the Company's EPRA NAV on any EPRA NAV amount
         exceeding $2.0 billion.

The annual incentive fee, calculated and payable annually in the form of a Cash Equivalent Amount (as defined
below), is equal to twenty percent (20%) of (i) the excess of (a) the Company’s Total Stockholder Return (as
defined in the Management Agreement), which includes stock price appreciation and dividends received and is
subject to a high watermark price established when a prior incentive fee is realized for the relevant measurement
period above (b) a ten percent (10%) cumulative annual hurdle rate, multiplied by (ii) the Company’s Weighted
Average Shares (as defined in the Management Agreement) during the measurement period.

    •    "Cash Equivalent Amount" means a payment equal to the incentive fee cash figure in the form of
         either cash, shares of newly issued restricted common stock and/or, if the EPRA NAV per share at
         the time exceeds the market price per share at that time, shares of common stock purchased by the
         Company on the open market.

Other Fees and Expense Reimbursements

Expense Reimbursements

The Company is responsible to pay (or reimburse the Manager) for all of the Company's direct, out of pocket costs
and expenses of the Company as a standalone company incurred by or on behalf of the Company and its subsidiaries,
all of which must be reasonable, customary and documented. In addition, the Company is obligated to reimburse the
Manager for (i) all direct, reasonable, customary and documented costs and expenses incurred by the Manager for
salaries, wages, bonuses, payroll taxes and employee benefits for personnel employed by the Manager: (a) who solely
provide services to the Company which prior to January 1, 2018 were provided by unaffiliated third parties, including
accounting and treasury services or (b) who were hired by the Manager after January 1, 2018 but who solely provide
services to the Company in respect of one of the categories of services previously internalized pursuant to clause (a)
and who were not hired in connection with any event which otherwise resulted in an increase to the Company's net
asset value (such costs and expenses set forth in clauses (i) and (ii), the "Internalized Service Costs"), plus (ii) twenty
percent (20%) of the amount calculated under clause (i) to cover reasonable overhead charges with respect to such
personnel, provided that the Company shall not be obligated to reimburse the Manager for such costs and expenses
to the extent they exceed the following quarterly limits:
    •    0.0375% of the Company's aggregate gross asset value as of the end of the prior calendar quarter (excluding
         cash and cash equivalents and certain other exclusions) as calculated for purposes of determining EPRA
         NAV ("GAV"), for GAV amounts to and including $2.5 billion, plus
    •    0.0313% of GAV amounts between $2.5 billion and $5.0 billion, plus
    •    0.025% of GAV amounts exceeding $5.0 billion.

If the Manager's actual Internalized Service Costs during any quarter exceed the quarterly limit described in the
preceding paragraph (the cumulative excess amounts, if any, in respect of each quarter during a calendar year (the
"Quarterly Cap Excess Amount"), the Company is obligated to reimburse the Manager on an annual basis for an
amount equal to the lesser of (i) the Quarterly Cap Excess Amount and (ii) the sum of the amounts, if any, determined
for each quarter within such calendar year by which Internalized Services Costs in respect of such quarter were less
than the quarterly limits described in the prior paragraph.

Termination Fee

The amendment provides that upon the termination, the Company will be obligated to pay the Manager a termination
fee equal to (i) $70 million less (ii) the amount of the incentive fees paid pursuant to the terms of the Management
...

Item 7: Types of Clients

The Manager currently provides investment advice only to the Company, but it may in the future provide investment
advice to another Managed Vehicle and/or Future Clients, including pooled investment vehicles, co-investment
vehicles and real estate finance companies, generally in the form of corporations, limited partnerships or limited
liability companies. The Manager does not have requirements for opening or maintaining accounts. However, there
may be conditions for investing in Managed Vehicles, including minimum investment amounts, which are stated in
their respective Governing Documents for each Managed Vehicle. For Managed Vehicles with minimum investment
amounts, the Governing Documents generally note that the general partner or company, as applicable, has the
discretion to reduce or waive the minimum investment amount.

As a general matter, any Managed Vehicle Client, including the Company, would be managed in accordance with its
investment objectives, strategies and guidelines and is not tailored to the individual needs of any particular investor
and an investment in a Managed Vehicle does not, in and of itself, create an advisory relationship between the
investor and the Manager. Therefore, investors must consider whether the Managed Vehicle meets their investment
objectives and risk tolerance prior to investing in a Managed Vehicle.

The Company is qualified as a REIT under the U.S. Internal Revenue Code of 1986, as amended. The Company
primarily invests in European real estate assets, specifically, prime office properties located in key cities within the Core
Markets. The Company's objective is to provide stockholders with stable and recurring cash flow supplemented by capital
growth over time, through the use of equity investments, directly or indirectly through joint ventures. The Company is
a public company registered with the SEC under the Securities Act of 1933, as amended, and Securities Exchange
Act of 1934, as amended. The Company is subject to certain investment restrictions for the purpose of preserving
(i) its treatment as a REIT for federal income tax purposes and (ii) its exemption from registration under the
Investment Company Act.