Colony Capital Investment Advisors LLC

Item 5: Fees and Compensation

Fees are separately determined for each client. As a general matter, CCIA and its affiliates receive management and
incentive fees pursuant to advisory contracts and other agreements with clients and certain other fees as described in
more detail below.

Management and Incentive Fees

For its investment advisory services, the Managed Fund Advisers are generally compensated by one or more of
the following investment management fees:

    •    an investment management fee that is equal to a percentage of the Client's committed capital, invested
         equity, or net asset value;

    •    Real estate asset management services fee that is capped at a percentage of the equity capitalization per
         investment; and/or

    •    performance-based fees (either as an incentive fee or carried interest) subject to the Client account
         achieving certain specified returns.

To the extent fees are based on capital gains or capital appreciation, the Managed Fund Advisers comply with
Rule 205-3 under the Advisers Act, which permits the payment of performance fees by clients that meet certain
requirements. See Item 6 for a discussion of certain conflicts related to performance-based fees.

The types and amounts of, and the related limitations and restrictions on, fees charged by the Managed Fund
Advisers are not uniform among Clients and may be affected by the extent of services to be provided or the
size of the account. Therefore, the Managed Fund Advisers do not maintain a fee schedule. The fees and
expenses related to Clients offered pursuant to private securities offerings are fully specified in the Governing
Documents for each Client. These materials are available from the Managed Fund Advisers upon request.

To the extent the Managed Fund Advisers engage a Sub-Adviser for a particular Client, the Managed Fund
Advisers will remit a portion or all of the applicable investment management fee for that Client to such Sub-
Adviser.

While fees related to Clients are generally not negotiable, such fees, in certain cases, include discounts based on
the amount invested. These terms are disclosed in each Managed Fund’s Governing Documents (i.e., private
placement memorandum, limited partnership agreement, or side letter) and, in addition to different fee terms,
side letters may also include additional reporting requirements to investors.

The timing of fee payments is set forth in the relevant Client offering documents. Investment management fees
generally are paid monthly or quarterly, and are calculated on the value of committed capital, invested equity,
or net asset value. The carried interest is distributed to the Managed Fund Advisers and/or its affiliates after
investments have been sold, and proceeds are received.

A small portion of the Managed Fund Advisers compensation may be related to the management of cash and
cash-equivalent investments held in connection with real estate advisory services and the amount of cash and
cash-equivalent investments are generally included in the gross asset value of a Client's assets for the purpose
of calculating investment management fees.
In certain cases, the Managed Fund Advisers’ fees are based on the value and performance of the assets held in
the Client account. The Managed Fund Advisers generally are charged with the responsibility to, or have a role
in, determining such values. To the extent the Managed Fund Advisers’ fees are based on the value or
performance of Client accounts, the Managed Fund Advisers may benefit by receiving a fee based on the
increased value of assets in an account. When valuing an asset, CCIA attempts, in good faith, to determine the
fair value of the asset in question in a manner consistent with the Managed Fund Advisers' then current
valuation policies (unless otherwise specified by the Client). The Managed Fund Advisers may also rely on
valuations provided by third-party appraisals or on market quotations (when market quotations are available
and deemed reliable) for the valuation of certain investments.

The limited partnership agreements, limited liability company operating agreements or applicable operating
agreements of the Clients generally provide that payment of management fees are paid solely from (i) capital
contributions from investors in the Client, (ii) distributable proceeds from investments, or (iii) borrowings under
credit facilities.

Certain Clients are charged additional fees and expenses in connection with non-investment advisory services
provided by CCIA. For example, the Managed Fund Advisers or any of their affiliates are in certain cases
engaged to provide real estate asset management services to a Client. The fee charged to the Client for such real
estate asset management services is generally capped at a percentage of the equity capitalization per investment.

Any fees or other revenues of the Clients, including all acquisition, financing, break-up and other fees payable
to the Clients, the general partners, or any affiliates of the general partners will be for the benefit of the Clients
and may be applied by the general partners to pay or reserve for the payment of expenses of the Managed Funds
or to repay any credit facility drawdowns used to pay the same, with any balance distributed in accordance with
the distribution waterfall or offset against management fees.

Clients may not, nor are they required to, pay any fees in advance for pooled investment vehicles. In certain
limited cases, co-investment vehicles may pay up to six months of fees in advance. Any prepaid fees will be
refunded if the co-investment vehicle terminates prior to the period for which such fees were paid.

Neither the Managed Fund Advisers nor any of their supervised persons accepts compensation for the sale of
securities or other investment products.

Other Fees

Deal Costs

The Managed Funds also bear third-party acquisition costs for proposed investments that are not completed
...

Item 7: Types of Clients

CCIA generally provides investment advice to pooled investment vehicles, co-investment vehicles, real estate
finance companies and private equity investments, generally in the form of corporations, limited partnerships
or limited liability companies and therefore does not have requirements for opening or maintaining accounts.
However, there typically are conditions for investing in the Managed Funds, including minimum investment
amounts, which are stated in their respective Governing Documents for each Managed Fund. For the Managed
Funds 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. CCIA is no

longer engaged in capital-raising efforts.

As a general matter, each Managed Fund is 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 Fund does not, in and of itself, create an advisory relationship between the investor and CCIA.
Therefore, investors must consider whether the Managed Fund meets their investment objectives and risk
tolerance prior to investing in a Managed Fund. The Managed Funds are not “investment companies” subject
to registration under the Investment Company Act.

Private Funds

The Managed Funds are generally private investment funds that qualify for an exclusion from the definition of
an “investment company” under Section 3(c)(1) or 3(c)(7) of the Investment Company Act and are organized
in the United States or the Cayman Islands. The Managed Funds make direct investments in real estate assets
and real estate-related assets, equity, debt and distressed debt investments. CCIA has full discretionary authority
with respect to investment decisions made on behalf of each Managed Fund and it makes and manages each
investment in accordance with the purposes, terms, restrictions and limitations set forth in the Governing
Documents of each Managed Fund, consisting principally of the Managed Fund's limited partnership agreement
or limited liability company operating agreement. Each Managed Fund that makes multiple investments is
generally subject to certain diversification and geographic limitations, as well as restrictions on incurring
indebtedness, making passive investments in pooled investment vehicles, and entering into certain affiliated
transactions.

Each U.S. investor participating in the Managed Funds is required to meet certain suitability and net worth
qualification, such as (i) “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated
under Section 4(2) of the Securities Act of 1933, as amended, (ii) “qualified purchaser” within the meaning of
Section 2(a)(51) of the Investment Company Act, (iii) “qualified client” pursuant to Rule 205-3 of the Advisers
Act, and/or (iv) “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act.