Mack Real Estate Credit Strategies LP

5.      Fees and Compensation
Advisory Fees

We generally receive an asset- or equity-based management fee (“Management Fee”) from each Client
and, for certain of our Clients, an annual performance-based fee or allocation of profits (also sometimes
called a “carried interest,” “promote,” or “incentive fee”) (“Performance Compensation”). Specific fee
arrangements are set forth in the relevant Governing Documents for each Client. However, we may
negotiate different fee arrangements with any Client or with any investor in any of the Clients that we
manage, subject to applicable tax, legal and regulatory considerations. We waive Management Fees and
Performance Compensation, in whole or in part, for some (but not necessarily all) of our principals,
employees, affiliates, and family members as to the investments they make in a Client.

The description of our fees and compensation herein is intended to provide a brief summary of the more
typical fee structures of the Clients and is not intended to depict every scenario, including where such
structures may differ. For specific details regarding all fees and expenses for a particular Client, please
refer to the respective Client’s Governing Documents.

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Management Fee

The Advisers generally receive a Management Fee of up to 1.50% per annum, calculated based upon
capital commitments or invested capital depending on our negotiated agreements with a Client and its
underlying investors. For some Clients, the fee varies based upon whether their active investment period
has expired. For example, the Management Fee may be charged based upon (x) capital commitments,
during the Client’s investment period and (y) invested capital, following the expiration of the Client’s
investment period. In addition, for some Clients, the Management Fee is charged based upon a blended
calculation with specified rates applicable to (x) uncontributed capital commitments and (y) invested
capital. The Management Fee may be paid in advance or arrears. For certain Clients, Management Fees
borne by the investors are subject to a sliding scale discount provided in respect of larger capital
commitments and may also be customized with respect to an underlying investor.

The Advisers are typically permitted in their discretion to waive or reduce the Management Fee applicable
to any investor, or all investors, in each Client. Investors should refer to the respective Client’s Governing
Documents for detailed information regarding the calculation or payment of Management Fees for that
Client. Please see Item 6 for more information concerning the Advisers’ Performance Compensation.

Fee Payment

Management Fees are generally calculated and payable quarterly, either in advance or in arrears, and
Performance Compensation is generally calculated upon certain realizations or events, in each case as
agreed with each Client or an investor. Performance Compensation is calculated without regard to
Management Fees, unless a Client’s Governing Documents provide for Management Fees to be accounted
for in the calculation of Performance Compensation. Please see Item 6 for more information concerning
Performance Compensation.

In some cases, a Client may have the right to terminate an investment management agreement with us.
In the event we have received Management Fees exceeding the amount of fees to which we are entitled
through the date of termination, such excess amount would be credited to the relevant Client in
accordance with its Governing Documents and applicable law.

Other Fees/Expenses

Our Clients typically bear all expenses related to their investments and operations, directly (or indirectly,
in the case of joint venture expenses and any promote or other fee paid to a third-party joint venture
partner) or by reimbursing the Advisers or General Partner, except to the extent that a borrower,
counterparty, or other third party agrees to pay such expenses. The expenses borne by a Client reduce its
returns as well as the amount of capital available to be deployed in new investments for such Client.
Depending on each Client, such expenses can include, but are not limited to, the following: (i) all costs and
expenses associated with the organization and formation of a Client or General Partner, as well as any
related holding companies or parallel vehicles, including without limitation legal and accounting expenses
associated with the organization and formation of such vehicles (excluding placement agent fees), unless
a cap has been established; (ii) expenses incurred in connection with the sourcing, evaluating, structuring,
and negotiating of any potential investment and the acquisition, management, monitoring, holding,
financing, refinancing, servicing, reorganization, proposed disposition, and disposition of investments,
including without limitation due diligence costs, closing costs, legal, hedging or financing, valuation,
banking, travel and entertainment expenses, “broken deal” costs, and insurance costs (including without
limitation premiums for title insurance); (iii) litigation-related and indemnification expenses (including

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discovery requests); (iv) ordinary administrative expenses of the Clients, including fees and expenses
related to auditing, accounting, legal, appraisals, tax preparation, fund administration, custodial, fund
compliance, reporting and communication, annual meetings, technology, environmental, consultants, as
well as other professional service providers and similar costs; and (v) costs and expenses incurred in
connection with managing and facilitating stakeholder relationships, including attendance at or
sponsorship of civic events in such communities, as well as contributions to charitable initiatives or other
...

7.      Types of Clients
We currently advise only certain private pooled investment vehicles, including private investment funds
and co-investment vehicles. However, we intend to provide advisory services to other investment
vehicles, including other private pooled investment vehicles, in the future. Investors in our Clients
generally include, without limitation, high-net worth individuals, pension plans, trusts, financial
institutions, sovereign wealth funds, insurance companies, family offices, and other U.S. and non-U.S.
entities. Current and former employees and certain affiliates of the Advisers also invest in the Clients in
certain circumstances. Each investor is required to meet certain suitability requirements.

The Clients that we manage in the United States ordinarily take the form of limited partnerships or limited
liability companies that rely on an exemption from registration under the Investment Company Act of
1940, as amended. To the extent we manage pooled investment vehicles that are organized outside the
United States, we expect that they would ordinarily take the form of corporations or limited partnerships.

We do not impose a standard set of minimum fees or other conditional requirements for any Client
relationships. With respect to the Clients, in some cases there is a minimum capital commitment from

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each underlying investor. However, a Client’s Governing Documents typically provide that we may accept
lesser commitments in our sole discretion, and from time to time we have accordingly waived the
applicable minimum capital commitment.