Derby Copeland Management Group LLC

Item 5 – Fees and Compensation
    A. The Fee Schedule and compensation to the Advisor for advisory services rendered to the Clients
        are described below. Please note that the Advisor may enter into different fee arrangements and
        may offer different terms to different investors pursuant to a side letter or otherwise. Investors are
        encouraged to review the Clients’ offering memorandum and other investment materials.

    B. Management Fees –
       Derby Copeland Capital Opportunistic Credit Fund, LP:
       The DCC OCF Client will pay the Advisor a management fee equal to one and twenty-five
       hundredths of a percent (1.25%) per annum of the total amount of deployed capital, as determined
       at the beginning of the related month. Such management fee shall be payable monthly, in arrears.
       The Advisor’s affiliate, Derby Copeland Servicer LLC (“Servicer”), will also provide loan
       servicing and other administration services to the DCC OCF Client in exchange for an
       administration fee of seventy-five hundredths of a percent (0.75%) per annum of the total capital
       commitments that have been deployed, payable on a monthly basis, which shall be paid to certain
       affiliates providing such services. The Servicer will also be entitled to payment of all originations,
       extension, application and other fees payable by any borrowers.

        The DCC OCF Client may also engage certain affiliate entities (“Affiliates) of the OCF General
        Partner to provide services to the DCC OCF Client and the portfolio investments for which such
        Affiliates will be compensated by the DCC OCF Client. The Affiliates may also charge the DCC
        OCF Client reasonable, market-based processing, underwriting, and inspection fees to help cover
        expenses associated with processing, underwriting, and inspecting any assets originated, acquired,
        or extended which vary depending on the size, nature of the asset among others. Such fees will
        typically range from $500 to $15,000. In addition, the OCF General Partner which is an affiliate of
        the Advisor, is entitled to a performance-based profit carried interest distribution when available
        pursuant to calculation and valuation methods as described in the DCC OCF Client’s offering
        memorandum.
        The performance-based distributions to the OCF General Partner are subject to a clawback in
        the event the DCC OCF Client fails to meet certain performance thresholds, which is also
        described in DCC OCF offering memorandum.

        Joint Venture Vehicles:

        DCC has also caused certain affiliates to enter into additional joint venture vehicles with the
        Institutional Partner. DCC’s affiliates serve as the administrative member of these vehicles,
        whose primary investment objective is to originate or acquire senior mortgage loans secured
        by multi-family properties in New York City. The DCC affiliates retain a minority equity
        interest in these joint venture vehicles as further described in Item 10. The Advisor and its
        affiliates (including the Servicer) are also entitled to additional fees in connection with the
        joint ventures which include a fixed management fee, an asset based management fee (as
        described below), and tiered promotes that depend on the joint venture vehicles exceeding
        certain internal rates of return, as described in the applicable joint venture agreements. None
        of these fees are paid by DCC Clients. The Advisor is entitled to the following fees from the

        joint venture vehicles: (i) an annual asset management fee of $250,000 payable by one joint
        venture vehicle; and (ii) an annual fee equal to 1.25% of the Institutional Partner’s deployed
        capital with a maximum of $1 million per annum payable by the Institutional Partner.

        DCC Real Estate Middle Market Credit Fund, LP:

        The DCC REMMCF Client will pay the Advisor a management fee equal to one and one half
        percent (1.5%) per annum of the total amount of deployed capital, as determined at the beginning
        of the related month. The management fee will be assessed in respect of each limited partner in
        the DCC REMMCF Client at the rate of 1.5% per annum of such limited partner’s attributable
        share of the Client’s cost basis in investments (including any related expenses) until the
        termination of the DCC REMMCF Client. A portion of the management fee may subsequently
        be used by the Advisor to pay the Servicer (or any successor affiliate entity engaged by the
        Advisor), an affiliate of the Servicer, pursuant to a servicing agreement in respect of the servicing
        and asset management of investments comprising loans.

        In addition, the origination, application, extension, prepayment, exit, late, processing, construction
        monitoring and mortgage assignment fees received by the Manager or its affiliates referenced in
        the offering memorandum, shall be payable to an affiliate that is owned equally by DCC and the
        Institutional Partner. Such fees shall not reduce the management fee.

    C. Management fees will be deducted in advance from the Clients’ operating accounts on a monthly
       basis. In addition to the fees and distributions described above and certain expenses described
       above, the Clients will be responsible (either directly, indirectly or by reimbursing their respective
       General Partner and/or the Advisor) for all expenses incurred in the buying, selling and holding of
       securities and other investments (including, without limitation, all custody, accounting, transfer and
       legal fees, government fees and expenses, brokerage commissions and interest expense),
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Item 7 – Types of Clients
        The Advisor generally provides investment advisory services to the Clients subject to the direction
        and control of the Client’s respective General Partner, which are affiliated with the Advisor.
        Investors in the Clients, whether institutional or individuals, are required to qualify as an accredited

       investor within the meaning of rule 501 of Regulation D of the Securities Act of 1933 and as a
       qualified client as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended
       (the “Advisers Act”). The types of investors may include but are not limited to high-net-worth
       individuals, pension plans, family offices, endowments, private funds or other institutions.
       The current minimum capital commitment generally required for investors in the Clients is
       $1,000,000 (subject to the respective General Partner or Client’s discretion to accept a lesser
       amount).