TXRE Advisers LLC

Item 5: Fees and Compensation

DESCRIPTION OF COMPENSATION AND FEE SCHEDULE
In consideration of our Investment Advisory Services, we and/or certain of our affiliates generally are entitled to
receive management fees and incentive distributions with respect to certain of our clients. In addition, our affiliates
generally are or may be entitled to receive other types of compensation or fees from or with respect to our clients or
their investments including, without limitation, property management fees, development fees, construction
management fees, real estate and leasing fees and general contractor fees. While applicable fees and other
compensation are described in detail in the applicable governing or offering documents and/or service agreements
with respect to each client, a general overview of such fees and compensation is set forth below. The following
summary is qualified in its entirety by the applicable governing and offering documents of each applicable Fund, SPV,
Employee Vehicle or other client.
Management Fees. With respect to the US Funds and the European Funds, we (or one or more of our affiliates)
generally are entitled to receive, with respect to each calendar quarter in advance (or at such other times set forth in
the applicable governing agreement), an investment management fee equal to a percentage of each investor’s net
equity/capital invested or aggregate capital commitment. The management fee percentage with respect to each
investor generally is subject to negotiation and may be forth in a separate agreement (such as a side letter) between
the applicable Fund and such investor.
Notwithstanding the foregoing, the management fees with respect to the US Funds and the European Funds generally
are reduced and offset by the amount (i) by which the formation or restructuring expenses exceed a certain amount
set forth in the governing documents and (ii) of any fees paid by the applicable Fund and/or its subsidiaries to our
affiliates with respect to any “affiliate in-house services” (i.e., services which would otherwise be provided by third
parties, including lending, financial advisory, engineering, consulting or investment research) provided by such
affiliate. In addition, with respect to certain Funds, the management fees are further reduced and offset by the amount
of any breakup fees, director’s fees, advisory fees, acquisition and disposition fees, monitoring fees, and similar types
of special transaction fees (excluding the fees further outlined below). Any management fee offset generally is applied
to reduce the management fee to be made in the immediately succeeding fiscal quarter, but not below zero; provided
that if the aggregate amount of management offsets during any fiscal quarter exceed the management fee owed for
such fiscal quarter, then such excess will be carried forward and reduce the management fee to be made for the next
fiscal quarter. The management fee offset is applied proportionately among investors based on their relative capital
commitments. Notwithstanding the foregoing, development fees, property management fees, construction
management fees, real estate and leasing fees and general construction fees (as described below) (and any other fees
or compensation specifically authorized pursuant to governing documents of a Fund) are paid to, and received by, our
affiliate and generally will not reduce or offset the management fees.
EU Projects, Employee Vehicles and the SPVs currently do not pay, and are not subject to, any direct management
fees (or similar asset-based fees) payable to us or any of our affiliates.
Incentive Distributions. Subject to the terms and conditions set forth in the applicable governing documents, certain
of our affiliates (including general partner entities) generally are entitled to receive an incentive distribution or other
performance-based compensation in respect of each unaffiliated investor in the US Funds and the European Funds
that is generally up to 20% of each such investor’s profit from each portfolio investment made by such Fund and its
subsidiaries, subject to (i) the satisfaction of a preferred internal rate of return, compounded annually, and (ii)
recoupment of prior net losses, expenses and fees by such investor in such Fund. Incentive distributions are subject to
clawback from the applicable general partner or other affiliate under certain circumstances, as described below.
If, upon liquidation of a Fund and after making all distributions required under the applicable governing documents,
its general partner or other affiliate has received incentive distributions in respect of an investor (plus any tax
distributions in respect thereof) in excess of the “promote amount” with respect to such investor, or such investor has
not received aggregate distributions pursuant to the governing documents sufficient to provide such investor with the
applicable cumulative internal rate of return (the “IRR Shortfall Amount”), then the general partner or other affiliate
will be required to contribute to the capital of such Fund for distribution to such investor an amount equal to the
greater of (i) the excess of the aggregate incentive distributions in respect of such investor and tax distributions in

respect of such investor received by the general partner or affiliate over the promote amount in respect of such investor,
and (ii) the IRR Shortfall Amount.
We reduce or eliminate or may reduce or eliminate incentive distributions with respect to investors that are affiliated
with or employed by us.
EU Projects pay an incentive fee to our affiliate. Employee Vehicles and certain of the SPVs currently do not pay,
and are not subject to, any direct incentive or other performance-based fees or allocations payable to us or our
affiliates.
Development Fees. In connection with each portfolio investment, a Fund or a subsidiary thereof may enter into a
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Item 7: Types of Clients

We currently only provide and/or perform Investment Advisory Services with respect to certain affiliated pooled
investment vehicles and special purpose vehicles (the Funds, Employee Vehicles and SPVs) that invest directly or
indirectly in real estate and real estate related investments. Notwithstanding the foregoing, we may provide and/or
perform Investment Advisory Services with respect to other clients from time to time in the future.
Each investor in a Fund must satisfy the eligibility requirements outlined in the applicable governing documents or
otherwise required by applicable laws. Investments in the Funds are also subject to minimum initial investment
amounts per investor, which generally may be waived. With respect to the Employee Vehicles, each investor generally
is required to be a “knowledgeable employee” within the meaning of Rule 3c-5 of the Company Act.