Hines Capital Advisors LLC

Item 5: Fees and Compensation
Fees and expenses vary by fund. Investors should consult the relevant Fund Governing Documents for details
regarding the calculation of fees and expenses associated with an investment in a Fund. As a general matter,
the Advisor is compensated for the services it provides to a Fund through an annual asset management fee
that is typically calculated and paid quarterly in arrears, subject to the terms of the Fund Governing
Documents.

In addition, as described in the relevant Fund Governing Documents, the General Partner, or an affiliate
thereof, will receive performance based compensation in the form of an incentive allocation (“Incentive
Allocations”)

from the Limited Partners in the Fund. The Incentive Allocation with respect to a Limited Partner is
calculated every 3 years and takes into account changes in net asset value and all inflows and outflows during
such period, as well as any prior unrecovered losses realized by such Limited Partner.

Services

Property Level Services: The General Partner, Hines or its affiliates may provide to any portfolio investment
or real estate asset any or all of the services that would otherwise be performed by third parties set forth in
the exhibits to the Partnership Agreement and receive fees for such services at the rates set forth therein.

Support Services: In addition, the General Partner, Hines or its affiliates may provide any or all of the services
to the Fund or a portfolio investment that would otherwise be performed for the Fund or such investment by
third parties (including accounting, financial reporting, administration, tax, internal audit, legal, debt
placement, technology-related services, brokerage, sales agent, property management, leasing, construction
management, development and other property-related services) on terms that are determined by the relevant
General Partner to be fair and reasonable to the applicable Fund or such investment; provided that (i) such
services will be provided at cost without mark-up, including reimbursement for any associated overhead
expense (including rent, utilities, office maintenance, office supplies and hardware, storage, human resources
and benefits administration, technology and software costs) and/or employee compensation costs (including
salary, bonus, deferred compensation, salary overhead, benefits and payroll administration and charges) that
the General Partner determines is allocable to such services and (ii) in no event will the cost of such services
exceed the cost that the General Partner determines would be payable by the Fund, such affiliate(s) or such
portfolio investment if such services were provided by third parties in the business of providing comparable
services on an arm’s length basis.

Property Management, Leasing, Construction, and Development Fees

Hines will charge the Fund fees for services such as property management, leasing and construction,
professional services, administration, pre-design and development associated with the development and
ongoing management of the properties owned by the Funds, including fees for such services provided by
affiliates. Hines has developed a Rate Card specifying the applicable rates that will be charged by affiliates
in relation to managing the underlying assets of the Fund. The Rate Card is included in the applicable Fund
Governing Documents.

Organizational Expenses

The Funds will reimburse the General Partner for the Funds’ and their affiliated entities’ organizational and
startup expenses (as further set forth in the Partnership Agreements) incurred as specified in the relevant
Partnership Agreements (“Organizational Expenses”), including legal, capital raising, accounting, regulatory
compliance (including the initial regulatory analysis contemplated by the Alternative Investment Fund
Managers Directive or any similar law, rule or regulation), and any administrative or other filings, but
excluding any travel expenses.

Organizational Expenses will be amortized over the periods as specified in the Funds’ Partnership
Agreements. The General Partners will bear the cost (through an offset against the Asset Management Fee)
of Organizational Expenses incurred as specified in the relevant Partnership Agreement, if any, and of any
placement fees (“Placement Fees”) payable to any placement agent in connection with the formation of the
Fund and distribution of Fund Units.

Fund Expense Reimbursement

The Funds will pay all costs, expenses, and liabilities in connection with its operations and activities,
including the following:

      (i)       activities with respect to the origination, identification, and sourcing of investment
opportunities for the Fund, including attending and sponsoring industry events, meeting with consultants,
finders, broker-dealers, investment banks and other sources of investments and developing an investment
pipeline;

      (ii)        activities with respect to the developing (including costs and expenses of tenant and capital
improvements), pursuing, structuring, organizing, negotiating, consummating, financing, refinancing,
diligencing (including any subscriptions to any periodicals, databases and/or research services) acquiring,
bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, leasing, servicing,
taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as
applicable, subsidiaries and the Fund’s actual and potential investments (including follow-on investments,
additional investments related to or in or restructurings of investments, investments acquired in connection
with the disposition of another investment) and in connection with one or more REIT Subsidiaries (including
fees, costs and expenses attributable to qualifying each such REIT Subsidiary as a REIT and maintaining
such qualification) or an ERISA operating company (including fees, costs and expenses attributable to
...

Item 7: Types of Clients
    The Advisor’s clients predominantly consist of the Funds, which are advised or sub-advised by the Advisor and/or
    its affiliates. The Funds are predominantly limited partnerships formed in Delaware and operate pursuant to
    one or more exemptions from registration under the Investment Company Act of 1940, as amended (the
    “Investment Company Act”). 1 The Funds may include special purpose vehicles and/or parallel structures
    established for tax, regulatory or other considerations, some of which are also Funds that are clients, as listed
    in Section 7.B of Part 1 of Form ADV where they operate pursuant to one or more exemptions from
    registration under the Investment Company Act. 2 The minimum commitment by Investors to the Funds is
    specified in the Governing Documents.

    For all Funds, the respective General Partner reserves the right to enter into side letters or other agreements
    (including the governing documents of any parallel investment entities) with particular Investors in
    connection with such Investor’s investment in the Fund without the approval of any other Investor, which
    have the effect of establishing rights under or altering or supplementing the terms of the Partnership
    Agreements with respect to such Investor in a manner more favorable to such Investor than those applicable
    to other Investors. Such rights or terms in any such side letter or other similar agreement potentially include
    (i) economic arrangements, including different Incentive Allocation calculations and reduced Asset
    Management Fees, (ii) altered redemption rights, (iii) excuse rights applicable to particular investments
    (which may increase the percentage interest of other Investors in, and contribution obligations of other
    Investors with respect to, such investments), (iv) the General Partner’s agreement to extend certain
    information rights or additional reporting to such Investor, including to accommodate special regulatory or
    other circumstances of such Investor, (v) waiver or modification of certain confidentiality obligations and/or
    documentation that might be requested by the General Partners for the benefit of lenders or other persons
    extending credit to or arranging financing for the Fund, (vi) consent of the General Partners to certain
    transfers by such Investor or other exercises by the General Partners of its discretionary authority under the
    Partnership Agreements for the benefit of such Investor, (vii) restrictions on, or special rights of such Investor
    with respect to the activities of, the General Partners and their affiliates, including restrictions on the General

  Section 3(c)1 or 3(c)7 are the applicable exemptions that indicate a pooled investment vehicle is a private fund under
SEC regulations.

  Id.

Partner’s ability to exercise rights under the Partnership Agreements with respect to such Investor, (viii)
withdrawal rights (subject to consent of the General Partners) due to legal, regulatory or policy matters,
including matters related to political contributions, gifts and other such policies, (ix) other rights or terms
necessary in light of particular legal, regulatory or public policy characteristics of an Investor, (x) matters
regarding such Investor’s right to participate in co-investment opportunities, (xi) alterations to the standard
of care applicable to the General Partners, or (xii) additional obligations, and restrictions of the Funds with
respect to the structuring of any investment (including with respect to alternative investment vehicles). Any
rights or terms so established in such agreement with an Investor will govern solely with respect to such
Investor (but not any of such Investor’s assignees or transferees unless so specified in such side letter or
otherwise agreed to by the General Partners) and will not require the approval of any other Investor
notwithstanding any other provision of the Partnership Agreement. Notwithstanding the fact that the
Partnership Agreement contains a “most favored nations” provision, Investors would not, notwithstanding
the terms of such side letter provision, have the right to elect certain rights or benefits granted to other
Investors in their side letters or other agreements.