ACRE Manager, LLC (the “Adviser”), a Delaware limited liability corporation formed in
October 2020, is an investment advisory firm with its headquarters in Dekalb, GA and an office in New
York, NY. The Adviser is led and managed by Les Menkes, Michael Van Der Poel and Daniel Jacobs
(the “Founding Partners” or “Principals”).
The Adviser is a private equity firm that focuses on real estate multifamily lending
opportunities and multifamily real estate acquisition and development opportunities that offer the
ability to create value. The Adviser provides investment advisory, management and other services on
a discretionary basis to private investment funds for sophisticated, qualified investors (“Investors” or
“Limited Partners”).
Credit Funds
• ACRE Credit Fund I REIT, LLC, a Delaware limited liability company (the “ACRE
Credit REIT”),
• ACRE Master Fund LP, a Delaware limited partnership (the “Credit Master Fund”),
• ACRE Credit Offshore LP, a Cayman Islands exempted limited partnership (the
“Offshore Credit Feeder”)
• ACRE Credit Partners LP, a Delaware limited partnership (the “Onshore Credit
Feeder”), and
• ARS VIII ACRE Feeder LLC, a Delaware limited liability company (the “ARS Credit
Feeder, collectively with the Onshore Credit Feeder and the Offshore Credit Feeder, the
“Credit Feeder Funds”, and collectively with the Credit Master Fund and the ACRE
Credit REIT, the “Credit Funds).
The Onshore Credit Feeder and the Offshore Credit Feeder will invest, directly or indirectly,
the proceeds of their respective offerings of the interests in the Credit Master Fund. The Credit Master
Fund invests in the ACRE Credit REIT LLC, which qualifies as a real estate investment trust for U.S.
federal income tax purposes, and (if applicable) one or more alternative investment vehicles that may
be formed in the future (each, an “Alternative Investment Vehicle” and collectively, the “Alternative
Investment Vehicles”). The ARS Credit Feeder (and/or its affiliates) will invest alongside the Master
Fund in both the ACRE Credit REIT and (if applicable) the Alternative Investment Vehicles. It is also
anticipated that the applicable General Partner, as defined below, will invest alongside the Credit
Master Fund and the ARS Credit Feeder in the ACRE Credit REIT.
• ACRE Credit Fund II REIT, LLC, a Delaware limited liability company (the “ACRE
Credit II REIT”),
• ACRE Credit Portfolio II LP, a Delaware limited partnership (the “Credit Portfolio II”),
• ACRE Credit Offshore II LP, a Cayman Islands exempted limited partnership (the
“Offshore Credit II Feeder”)
• ACRE Credit Partners II LP, a Delaware limited partnership (the “Onshore Credit II
Feeder”), and
• ARS VIII ACRE Feeder LLC, a Delaware limited liability company (the “ARS Credit
Feeder, collectively with the Onshore Credit II Feeder and the Offshore Credit II Feeder,
the “Credit II Feeder Funds”, and collectively with the Credit Portfolio II and the ACRE
Credit II REIT, the “Credit II Funds).
The Onshore Credit II Feeder and the Offshore Credit II Feeder will invest, directly or
indirectly, the proceeds of their respective offerings of the interests in the Credit Portfolio II. The Credit
Portfolio II invests in the ACRE Credit II REIT LLC, which qualifies as a real estate investment trust
for U.S. federal income tax purposes, and (if applicable) one or more alternative investment vehicles
that may be formed in the future (each, an “Alternative Investment Vehicle” and collectively, the
“Alternative Investment Vehicles”). The ARS Credit Feeder (and/or its affiliates) will invest alongside
the Credit Portfolio II in both the ACRE Credit II REIT and (if applicable) the Alternative Investment
Vehicles. It is also anticipated that the applicable General Partner, as defined below, will invest
alongside the Credit Portfolio II and the ARS Credit Feeder in the ACRE Credit II REIT.
Equity Fund
• ACRE Multifamily IV REIT, LLC, a Delaware limited liability company (the “ACRE
Equity REIT” or the “Equity Fund” and together with the ACRE Credit REIT and
ACRE Credit II REIT, the “ACRE REITS” and collectively with the Credit Funds, the
“Funds” or the “Clients”),
The general partners or equivalent of the Funds is an affiliate of the Adviser (each, a “General
Partner” and collectively, the “General Partners”). The General Partners are subject
to the Investment
Advisers Act of 1940, as amended (the “Advisers Act”) pursuant to the Adviser’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with the Adviser. As noted above, the
Governing Documents of each Client may also provide for Alternative Investment Vehicles in certain
circumstances. Investors may participate in such vehicles for the purposes of certain investments, and
if formed, such vehicles would also become Clients of the Adviser. In this Brochure, because it is
uncertain whether such additional Alternative Investment Vehicles will be classified as Clients of the
Adviser, when we refer to a Fund or Client, we are also referring to such Alternative Investment
Vehicle, if any.
The Adviser’s investment advisory services to the Funds, which are structured as private equity
funds, consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments and achieving dispositions for such investments.
The Adviser invests in preferred equity, mortgages and other real estate related debt instruments on
behalf of the Credit Funds and multifamily real estate acquisition and development opportunities on
behalf of the Equity Fund (collectively, “Fund Investments”). In connection with its anticipated
agreement to invest alongside the Master Fund in the ACRE Credit REIT (and, if applicable, the
Alternative Investment Vehicles), the ARS Credit Feeder, which was previously managed by a non-
affiliated, third-party entity, (and certain of its affiliates), and certain affiliates of the Adviser have
entered into certain agreements regarding the management and operation of the Funds. Those
agreements include appointment of a board of managers to oversee matters related to the governance
of the General Partner and the Adviser (and, if applicable, the Alternative Investment Vehicles).
The Adviser’s advisory services to the Funds are detailed in the limited partnership agreements,
other governance documents of the Funds and any Alternative Investment Vehicle, and other applicable
documents and agreements, applicable private placement memoranda or other offering documents,
investment management agreements, (collectively, the “Governing Documents”). While it is
anticipated that each of its Clients will follow the strategy described above, the Adviser may tailor the
specific advisory services with respect to each Client to the individual investment strategy of that Client.
In addition, the Governing Documents of Clients may, in certain limited circumstances, impose
restrictions on investing in certain securities or types of securities, for example in connection with
regulatory or compliance reasons.
Certain of the Funds and the General Partner may 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 relevant Governing
Documents with respect to such Investors. See also “Side Letters and Other Similar Agreements” under
Item 8. “Methods of Analysis, Investment Strategies and Risk of Loss.”
Additionally, from time to time and as permitted by the relevant Governing Documents, the
Adviser expects to provide (or to agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain Investors or other persons, including ARS
Feeder affiliates, other sponsors, market participants, finders, consultants and other service providers,
the Adviser’s personnel and/or certain other persons associated with the Adviser and/or its affiliates
(e.g., a vehicle formed by the Principals to co-invest alongside a particular Fund’s transactions). Such
co-investment opportunities may be offered on economic terms that are different than those applicable
to the Funds, including terms related to the rate of management fee, incentive fee, promote, carried
interest, or similar fee payable.
As of December 31, 2023, the Adviser manages approximately
$1,931,149,019 in Client assets on a discretionary basis through the Funds, and
approximately $1,206,470,295 in Client assets on a non-discretionary basis through the Funds.