AEREF Management, LLC (“AEREF”), a Delaware limited liability company and a registered investment adviser provides investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. AEREF commenced operations in July of 2022. AEREF’s clients include the following (the “Fund,” and collectively, together with any future private investment fund to which AEREF and/or its affiliates will provide investment advisory services, the “Funds”):
• A&E Real Estate Finance, LP The following general partner entities are affiliated with AEREF:
• AEREF GP, LLC (the “General Partner,” and together with AEREF and their affiliated entities, “A&E”). The General Partner is subject to the Advisers Act pursuant to AEREF’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partner, which operates as a single advisory business together with AEREF. The Fund is (and Funds offered in the future will be) a privately offered fund focused on real estate and real estate-related investments. The Fund’s real estate-related investments include equity and debt interests in connection with originating and/or acquiring securitized and unsecuritized loans collateralized by real property and improvements thereon that are either performing or nonperforming. AEREF’s investment advisory services to the Fund consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments (e.g., renovating, maintaining, constructing and redeveloping real estate properties that secure the Fund’s mezzanine debt investments) and achieving dispositions for such investments. From time to time, where such investments consist of portfolio companies, the senior principals or other personnel of AEREF or its affiliates will serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Fund has invested. AEREF’s advisory services to the Fund are detailed in the relevant offering documents (the “Offering Documents”), investment management agreement (“Asset Management Agreement”), limited partnership or other operating agreements of the Fund (each, a “Limited Partnership Agreement” and, together with any relevant Offering Documents, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” In performing investment advisory services for the Fund, AEREF has also engaged its affiliate, A&E Real Estate Management, LLC, a Delaware limited liability company, to provide certain real estate-related personnel and services, among others, to AEREF. Investors in the Fund (generally referred to herein as “investors” or “limited partners”) participate in the overall investment program for the Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances

pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between AEREF and any investor. The Fund or the General Partner generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, from time to time and as permitted by the Governing Documents, AEREF expects to provide (or agree to provide) investment or co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain current or prospective investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, AEREF’s personnel and/or certain other persons associated with AEREF and/or its affiliates alongside the Fund’s transactions. Such co-investments typically involve investment and disposal of interests in the applicable portfolio investment at the same time and on the same terms as the Fund. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from one or more Funds after such Funds have consummated their investment in a portfolio asset (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from the Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in AEREF’s sole discretion, AEREF reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the Fund. As of February 29, 2024, AEREF managed $25,750,000 in regulatory assets under management on a discretionary basis. AEREF is principally owned and controlled indirectly by Douglas F. Eisenberg, Wendy A. Eisenberg, John Arrillaga, Jr., Justine A. Stamen Arrillaga and Peter S. Kraus. AEREF is majority owned by AEREF Partnership, LLC, which is majority owned by A&E Real Estate Holdings, LLC, which is equally owned by The Arrillaga CP Trust (the “Trust”) and Pierrepont Holdings, LLC (“Pierrepont”). Mr. and Mrs. Arrillaga are the beneficiaries of the Trust, with Mr. Arrillaga serving as the sole trustee, and Mr. and Mrs. Eisenberg own Pierrepont, with Mr. Eisenberg serving as the manager. AEREF is minority owned by Abstract Alternative Investors LLC, which is principally owned and controlled by Mr. Kraus.