TPG Real Estate Advisors LLC

ITEM 5 – FEES AND COMPENSATION

Fees Generally. We generally charge asset-based investment management fees and incentive fees
from the applicable TPGRE Vehicle pursuant to each Advisory Services Agreement. Management

fees paid by a TPGRE Vehicle are indirectly borne by its investors. Such TPGRE Vehicles’
management fees are deducted from TPGRE Vehicle assets and generally payable quarterly in
advance or in arrears. The amount of any TPGRE Vehicle’s management fee is prorated for
periods of less than a full billing cycle at the beginning or end of our provision of investment
advisory services, and any prepaid amount in excess of the prorated fee will be returned upon
termination of our investment advisory services. To the extent the base upon which we charge
management fees changes during the course of the relevant period (e.g., due to an
increase/reduction in actively invested capital), we generally are not required to make any
adjustment, true-up or refund. As a result, we have an incentive to time the termination of the
applicable TPGRE Vehicle’s commitment period or the disposal of a particular investment in a
manner that increases the aggregate amount of management fees we receive.

We establish and negotiate with investors in the applicable TPGRE Vehicle the precise amount of,
and the manner and calculation of, the management fees. Such TPGRE Vehicle’s Advisory
Services Agreement, organizational documents, offering documents and/or other documentation,
which we refer to collectively as, together with any applicable side letters, the “Governing
Documents,” set forth the precise amount of, and the manner and calculation of, the management
fees.

Certain investors in a Fund, including, for example, a Fund’s general partner, its affiliates and
certain “friends of the firm” (including any related entity established by any of the foregoing, such
as trusts, charitable programs, endowments or related programs, family investment vehicles and
other estate planning vehicles), pay reduced or no management fees at our discretion (though these
investors generally pay their pro rata share of certain Fund expenses).

For certain TPGRE Vehicles, the management fee after the end of the investment period is based
on actively invested capital. Portfolio fees (as described below) allocated to a portfolio company
at the time of investment are generally capitalized into the amount of actively invested capital.
Actively invested capital generally includes the value of other capitalized fees, expenses and costs,
including those payable or reimbursable to us or our affiliates. Accordingly, to the extent that
management fees for a TPGRE Vehicle are calculated based on actively invested capital, this
would increase the amount of management fees paid to us. Such amounts are in addition to
portfolio fees paid to us and/or our affiliates. We are incentivized to have such amounts be
capitalized into the cost of a transaction, not only to avoid having portfolio companies pay such
amounts out of available operating cash, but also to increase the base on which future management
fees will be calculated.

With respect to certain TPGRE Vehicles, the management fee when based on actively invested
capital is subject to reduction for certain dispositions. Pursuant to the Governing Documents of
certain TPGRE Vehicles, and as a general matter, dividends a TPGRE Vehicle receives from its
portfolio companies are not dispositions and do not reduce actively invested capital for purposes
of calculating the management fee base, except for dividends in respect of complete liquidations
of a TPGRE Vehicle’s investment in an applicable portfolio company. Accordingly, there will
generally be no reduction or refund of management fees, in whole or in part, in connection with
distributions or dividends, including those arising from refinancing, recapitalizations,
restructurings or similar transactions.

Please see Item 11 for a description of the side letter agreements we and our Related Advisers (as
defined below) enter into with certain investors in TPGRE Vehicles that provide such investors
with customized terms, including with respect to reduced management fees.

Please see Item 6 for more information on incentive compensation.

Fund Expenses. In addition to the management fees described above,

      certain Funds reimburse us or our affiliates for certain organizational expenses, generally
       up to a specified cap, that are incurred in connection with the formation of the Funds and
       the offering of interests in them to potential investors, including

          fees and expenses of our counsel, including for preparing offering materials and
           preparing and negotiating the Governing Documents and other documents such as
           engagement letters for placement agents and all other documents attendant to a Fund’s
           formation and organization;

          travel and related expenses incurred in connection with meetings with prospective
           investors regarding possible investments in the Funds;

          printing, legal, capital raising, accounting, regulatory compliance (including the initial
           compliance contemplated by the European Union’s Directive 2011/61/EU on
           Alternative Investment Fund Managers (the “AIFMD”), the Sustainable Finance
           Disclosure Regulation or any similar law, rule or regulation) and any administrative or
           other filings (including the preparation, distribution or filing of any filings or reports
           contemplated by AIFMD or any similar law, rule or regulation); and

          other expenses related to a Fund’s formation;

      each Fund, and hence all of its investors, also generally bears all of the expenses incurred
       in relation to its activities, operations, meetings, termination and eventual liquidation (other
       than expenses resulting from the fraud, gross negligence or willful misconduct of us or its
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