Walton Street Capital LLC

Item 5         Fees and Compensation
Fees are determined and assessed in a manner specific to each Fund. Affiliates of Walton Street
generally make a substantial capital commitment to certain Funds and typically pay no or reduced
fees or incentive compensation or receive other economic benefits, as applicable, in respect of such
commitment. For the specific fees charged by any specific Fund, please refer to the Governing
Agreements for such Fund. The applicable General Partner in its discretion can waive or defer the
obligation of any investor to pay or bear all or any portion of such fees and/or incentive
compensation and/or rebate or offer no or reduced fees and/or incentive compensation or
alternative fee structures to any investor, including those investors that participate in early closings
of a Fund or that have a historical relationship with Walton Street, or based upon an investor’s

commitment amount or other factors. From time to time, Walton Street pays fees to third party
feeder fund sponsors for providing various services to their investors. Investors in a Sidecar, co-
investment vehicle or other account generally pay reduced or no fees and/or incentive
compensation. Investors in perpetual life vehicles generally pay fees and/or incentive
compensation in a manner that differs from how fees and incentive compensation are generally
calculated in Walton Street’s closed end vehicles (e.g., management fees in such vehicles generally
are calculated based on net asset value and incentive compensation is generally calculated based
on total performance including unrealized appreciation relative to certain indices or relative to a
hurdle rate, which can be subject to a specified high water mark).

   1. Management Fees

Certain Funds or investors in such Funds pay management fees, quarterly in arrears, in an amount
equal to up to 0.375% of the average daily balance of the investors’ net invested capital for such
quarter, or 1.50% per annum as described in the applicable Governing Agreements. Certain
investors in a perpetual life vehicle pay management fees, quarterly in arrears, in an amount up to
the product of (i) such investor’s pro rata share (according to the number of units in such vehicle
held by each such investor) of the net asset value of such vehicle for the fiscal quarter ended
immediately prior to such payment date (the “Applicable Fee NAV”) multiplied by (ii) (A) 0.25%
for the portion of such Applicable Fee NAV less than $50 million, (B) 0.225% for the portion of
such Applicable Fee NAV equal to or greater than $50 million but less than $100 million, (C)
0.2125% for the portion of such Applicable Fee NAV equal to or greater than $100 million but
less than $200 million and (D) 0.20% for the portion of such Applicable Fee NAV equal to or
greater than $200 million.

The Funds formed to invest primarily in real estate debt and real estate-related debt investments
(each, a “Debt Fund” and collectively, “Debt Funds”) pay management fees, quarterly in arrears,
generally in an amount equal to up to 0.3125% or 0.375% of the average daily balance of the
investors’ net invested capital for such quarter, or 1.25% or 1.50% per annum; provided that certain
investors in a perpetual life Debt Fund pay management fees, after the end of each fiscal quarter,
an amount equal to such investor’s pro rata share, based on percentage interests, of 0.25% on the
net asset value of such Debt Fund as of the last day of the fiscal quarter ended immediately prior
to such payment date. A Fund formed as a Parallel Fund within a Debt Fund to facilitate the private
placement of interests to certain investors who are “accredited investors” (“Debt Fund-A”) pays
management fees, quarterly in arrears, generally in an amount equal to 0.375% of the aggregate
amount subscribed for by investors (and, after the commitment period, 0.375% of the average daily
balance of the net invested capital (as specifically defined in the Governing Agreements of Debt
Fund-A) for such quarter, or 1.50% per annum. In addition to a rate differential, because Debt
Fund-A’s management fees are based on the aggregate amount subscribed for by investors, which
is determined and funded upfront, Debt Fund-A will pay proportionately greater management fees
than the other Parallel Funds within the Debt Fund. Investors in a Sidecar, co-investment vehicle
or other account pay such fees as are determined at the time such investment is offered as more
specifically described in the Governing Agreements for such Sidecar, co-investment vehicle or
other account; any such entity that pays management fees in advance will receive a prorated
reimbursement in the event the relevant Governing Agreement is terminated during the relevant
period, if and to the extent provided in the Governing Agreement. For such purposes, net invested

capital can include amounts recycled or reinvested in accordance with the terms of the Governing
Agreements of the Funds, as well as certain borrowings, as described herein and in the Governing
Agreements. Funds can also charge management fees based on capital commitments instead of net
invested capital for certain periods of time (e.g., during such Fund’s investment period). Funds can
be required to satisfy certain requirements in order to receive management fees (including
achieving certain financial performance for one or more assets held by the Fund).

The Funds generally utilize a revolving line of credit, secured by the limited partners’
commitments to each respective Fund, and are permitted to utilize net asset value facilities. In
accordance with the Funds’ Governing Agreements, these lines of credit provide liquidity to fund
investments, as well as providing working capital. From time to time, a line of credit generally is
utilized in lieu of making capital calls to the limited partners, including for purposes of making
investments or paying for fees, costs or expenses, including fees, costs or expenses of, or
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Item 7         Types of Clients
Walton Street provides investment advisory services to the Funds and certain other investment
vehicles and advisory clients described herein, which invest in equity and/or debt interests in real
estate related assets and real estate operating companies. Investors in the Funds generally include,
but are not limited to, pension plans, endowments, foreign institutions, corporate and business
entities, and foundations, trusts, and high net worth individuals. The Funds generally have
minimum capital commitments for investors, as specified in the Governing Agreements for each
respective Fund, which are negotiable by Walton Street. Each investor is required to meet certain
suitability qualifications, such as being an “accredited investor”, a “qualified client” and/or a
“qualified purchaser” within the meaning set forth under the federal securities laws; other real
estate-focused Funds relying on the real estate exemption from registration under the Investment
Company Act of 1940, as amended (the “Company Act”) in Sections 3(c)(5)(C) or 3(c)(6) of the
Company Act or other regulatory approaches can be offered to investors with alternative
qualifications, in each case as permitted by law.