Tishman Speyer Properties LP

Item 5: Fees and Compensation

Funds generally pay the Adviser or its affiliate an annual asset management fee or priority profit
share (the “Management Fee”) in accordance with the partnership agreement (or limited liability
company agreement) and/or the asset management agreement of such Fund. The Management
Fee (which is generally in the range of 1-2%) is typically calculated as: (i) a percentage of capital
commitments; or (ii) a percentage of capital contributions; or (iii) the sum of a percentage of capital
commitments and a percentage of capital contributions; or (iv) the sum of a percentage of capital
contributions and a percentage of indebtedness; or (v) a percentage of the fair market value of a
Fund’s investments; or (vi) a flat fee. The Management Fee basis for certain Funds is different
during the Fund’s investment period than after the Fund’s investment period. The Adviser either
deducts the Management Fee from the Fund’s assets or calls capital from investors in the Fund
(the “Limited Partners”) to pay the Management Fees, depending on whether sufficient working
capital is available at the Fund level to pay the Management Fees. The Management Fee is paid
on a monthly or quarterly basis, in arrears.

Certain Funds pay the Adviser an acquisition fee calculated as a specified percentage of the
acquisition price of each real estate investment made by those Funds during their respective
investment periods.

Certain Limited Partners in a Fund are charged Management Fees at lower rates than other Limited
Partners in the same Fund, or may be exempted from bearing their pro rata share of certain fees
and expenses that the Fund is required to pay or reimburse to the Adviser or its affiliates, and in
some instances the Adviser may elect to share a portion of the Management Fees it receives in
respect of a specific Fund with a Limited Partner of such Fund. Such special arrangements are
generally provided for in side letter agreements between such Limited Partners and the applicable
General Partner, or in the Fund governing documents.

Certain Funds formed joint ventures with third-party co-investors in order to acquire specific real
estate assets in situations where it would be prohibited or otherwise inappropriate for the Fund in
question to acquire a one hundred percent interest in the assets. The Adviser or its affiliates
receives an asset management fee from the third-party co-investors for the management of the
specific real estate assets, where contracted. Any asset management fee received from third-party
co-investors will be payable to the Adviser or its affiliates and not to the Funds.

Additional fees and reimbursements paid to the Adviser or its affiliates by a Fund, directly or
indirectly, typically include, but are not limited to: (i) property management fees, construction
management fees, pre-development and/or development fees, leasing commissions, title agency
fees and real estate advisory fees; (ii) fees charged to operate Fund structures; (iii) reimbursement
for certain taxes payable with respect to amounts paid in connection with such property
management, construction management, development management, leasing services, and title
agency services; and (iv) out-of-pocket expenses.

Certain Funds pay the Adviser fees that are capitalized as part of the cost basis of the applicable
investment rather than treated solely as a current expense. To the extent a capitalized fee is

included in the amount on which a Fund’s Management Fee is calculated, including where the
Management Fee is based on invested capital that reflects the cost of Fund investments,
capitalization may increase the fees payable to the Adviser or its affiliates.

Additional fees and reimbursements also typically include, to the extent attributable or allocable
(directly or indirectly) to the particular Fund related activities specified in the Fund’s governing
documents:

(i)     a portion of compensation payable to employees of the Adviser or its affiliates, including,
        but not limited to, base salaries, bonuses, medical benefits, retirement benefits, payroll
        taxes, severance payments, expatriate cost-of-living allowances (such as housing
        reimbursement, leasing of vehicles, student tuition payments, relocation and moving costs,
        and travel-related expenses for periodic visits home), expenses related to immigration
        matters, such as work visas, transportation benefits, and other fringe benefits; and

(ii)    overhead, including, but not limited to, expenses associated with maintenance of physical
        office spaces and operating a business in those spaces (such as space and equipment rental,
        repairs and maintenance, building support services (including porter services, security
        services and cleaning services), insurance, utilities, furnishings and fixtures, hardware,
        supplies, information technology-related expenses (including artificial intelligence tools),
        telecommunications equipment, third-party software and related systems, dues and
        subscriptions, training, refreshments and other similar costs of the Adviser or its affiliates),
        as well as ancillary support functions, such as human resources, employee benefits
        administration, mailroom staff, receptionists, IT staff (including outsourced workers and
        consultants), administrative assistants and records management, and search agency,
        placement fees and other reasonable expenses incurred in recruiting employees.

Compensation reimbursements with respect to an employee are calculated as a percentage of that
employee’s time.

The Adviser is entitled to receive some or all of those additional fees and reimbursements with
respect to each Fund. More detailed information regarding certain of such fees and
reimbursements, if and to the extent applicable, is set forth in each Fund’s offering documents.
...

Item 7: Types of Clients

The Adviser’s sole clients are the Funds. The Adviser manages other relationships, such as joint
ventures and partnerships, that are not considered clients for regulatory purposes. Each Fund is a
limited partnership, limited liability company or other form of entity formed under U.S. or foreign
laws and operated pursuant to one or more exemptions from registration under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). A Fund may include master
and feeder entities, special purpose vehicles and/or parallel structures established for tax,
regulatory or other considerations.

Each of the Funds invests, directly or indirectly, in real estate assets, in publicly-traded REIT
shares, in technology companies, or in loans secured (directly or indirectly) by real property.
Certain of the Funds are joint ventures with third party co-investors formed for the purpose of
acquiring specific investments that either: (i) would not be appropriate investments for other Funds
that have broader investment strategies, or (ii) would otherwise be an appropriate investment for a
Fund that has a broader investment strategy, but that lacks sufficient capital to acquire the entire
investment.

The investors in the Funds are institutional investors, high net worth individuals and
“knowledgeable employees” (as defined in the Investment Company Act) of the Adviser and its
affiliates. The Funds’ institutional investors are based in the U.S. and outside of the U.S. and
consist of:

      sovereign wealth funds
      public and private, foreign and domestic pension plans
      governmental pension plans
      insurance companies
      investment partnerships
      corporations
      state and municipal government agencies and foreign governments
      banks and other financial institutions
      funds of funds
      charitable organizations, foundations and endowments
      business entities other than those listed above.

All investors are subject to applicable suitability requirements. Depending on the Fund, a $5-10
million minimum commitment is required to invest in a Fund, but the minimum may be waived at
the discretion of the Adviser on a case-by-case basis.

The General Partners are authorized, without the approval of any investor, to enter into side letters
or similar written agreements with other investors that have the effect of establishing rights under
or altering or supplementing the terms of the governing agreements of the Funds. Such side letters
may grant preferential rights and economic terms with respect to such Fund to certain Limited
Partners in a Fund relative to those of other Limited Partners in the same Fund. The opportunity

to enter into side letter agreements with the General Partners is not available to all investors and is
generally subject to the General Partners’ sole discretion.

There is no secondary market for interests in the Funds. Investors are required to hold the interests
for an extended time. In general, no withdrawal or redemption is permitted other than in
connection with a transfer of the interests in a Fund that is in accordance with the terms of the
governing documents of that Fund and expressly approved by that Fund’s General Partner.

Tishman Speyer Properties, L.P.