WHI Real Estate Partners LP

Item 5 – Fees and Compensation

A.    Describe how you are compensated for your advisory services. Provide your fee
schedule. Disclose whether the fees are negotiable.

WHIREP or an affiliate receives a management fee (and, in certain cases, other fees as described
below) and its affiliated General Partners are typically allocated carried interest as compensation for
providing investment advisory services to certain Funds. Limited partners in the Funds also bear
certain expenses, as described in Item 5.C below. The following is a general description of fees and
compensation of the Funds. Differences exist from Fund to Fund, and certain Funds do not charge
certain fees, compensation or expenses that other Funds charge. In addition, the General Partner of

each relevant Fund has, in its sole discretion, waived or reduced certain limited partners’ management
fee or carried interest, and has done so with regard to WHIREP employees and their family members.
Finally, the portfolio investments reimburse WHIREP for certain expenses advanced on their behalf.
Limited partners should refer to the Governing Documents of the applicable Fund for a complete
understanding of how WHIREP is compensated for its advisory services; the information contained
herein is a summary only and is qualified in its entirety by such documents.

Management Fees

WHIREP charges each Fund (other than certain Co-Investment Funds) a management fee (the
“Management Fee”) that is typically payable quarterly in advance. The Management Fee charged to
each Fund is described (i) in detail in the relevant Governing Documents and (ii) more generally below.
While differences exist between Funds, generally, as described in the relevant Fund’s Governing
Documents, Management Fees are initially calculated based upon each limited partner’s committed
capital during each Fund’s investment period; thereafter, the Management Fee will generally be equal
to a percentage of each limited partner’s invested capital, subject to various other factors. Management
Fees typically do not exceed 1.5% per annum of committed capital or invested capital, as applicable,
although the actual Management Fee varies between Funds. Limited partners participating in a
subsequent closing after the initial closing of a Fund are generally responsible for paying a portion of
the Management Fee as of the initial closing date or other fee commencement date plus other fees as
detailed in the relevant Fund Governing Documents. In addition, Management Fees are payable
during term extensions unless otherwise agreed to with limited partners. For more specific
information on the Management Fees for each Fund, please refer to the relevant Fund’s Governing
Documents. Certain Co-Investment Funds managed by WHIREP do not pay Management Fees or
have a fee structure which differs from other Funds, but are subject to carried interest and other
expenses as described further below.

While differences exist between Funds, Management Fees will generally be reduced by: (i) the amount
of fees paid by a Fund to entities or persons, if any, acting as a placement agent in connection with
the offer and sale of interests in such Fund; (ii) costs incurred in connection with the organization of
such Fund that exceed a limit specified in such Fund’s Governing Documents; and (iii) if applicable,
certain supplemental fees and compensation with respect to a Fund’s subsidiaries or portfolio
investments received by a General Partner or its affiliates, including certain commitment fees, director
fees, acquisition, disposition, financing, origination, net break-up and similar transaction fees, which
are determined by WHIREP on a transaction-by-transaction basis, subject to the terms set forth in
each Fund’s Governing Documents. Any such supplemental fees received by WHIREP or a General
Partner or their respective affiliates, other than the Acquisition Fees and Financing Fees described
below, are generally fully offset against the Management Fee, net of any related unreimbursed expenses
incurred by the relevant General Partner, WHIREP or their respective affiliates. Any such reduction
of a Fund’s Management Fee is typically limited, either (i) to the extent of such Fund’s proportionate
interest in any such portfolio investment or (ii) using an alternative allocation methodology that the
relevant General Partner considers fair and equitable under the circumstances, provided, in each case,

that such reductions apply only to the extent a Management Fee is payable by a Fund currently or in
the future.

To the extent that an offset credit would reduce a Fund’s Management Fee for a given quarter below
zero, the credit will typically be carried forward for future application against payable Management
Fees. The amount and manner of such reduction is set forth in the Governing Documents of each
relevant Fund.

As per the provisions of the Governing Documents, WHIREP has the authority to waive, defer, or
reduce all or a portion of the Management Fee payable by a limited partner (including for employees
and related parties).

Fund Administration Fees

For certain Funds, WHIREP charges certain limited partners making capital commitments below
thresholds specified in such Fund’s Governing Documents a fund administration fee (“Fund
Administration Fee”), which typically will not exceed 0.50% per annum of such limited partners’
capital commitments in accordance with such Funds’ Governing Documents. The minimum
threshold for capital commitments and/or the Fund Administration Fee are subject to reduction or
waiver at WHIREP’s discretion. For specific information on the Fund Administration Fees for each
Fund, please refer to the relevant Fund’s Governing Documents.

Acquisition, Disposition, Financing, Origination or Other Transaction Fees

As noted above, and subject to the exceptions noted below, any commitment fees, director fees,
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Item 7 – Types of Clients

Describe the types of clients to whom you generally provide investment advice, such as
individuals, trusts, investment companies, or pension plans. If you have any requirements
for opening or maintaining an account, such as a minimum account size, disclose the
requirements.

WHIREP provides investment advice to the Funds. Funds include investment partnerships or other
investment entities formed under domestic or foreign laws and operated as exempt investment pools
which are not registered, or required to be registered, under the Investment Company Act; are not
made available to the general public; are not registered or required to be registered under the Securities
Act of 1933, as amended (“Securities Act”); and are privately placed to qualified investors. Qualified
investors include individuals or entities to which Fund interests are permitted to be sold, which

generally includes (i) in the United States, people or organizations who meet certain net worth, income
and/or financial sophistication requirements as described above or (ii) in other countries, as permitted
by the relevant securities laws in such jurisdiction and in compliance with any foreign offering
provisions applicable to WHIREP and/or the Funds. Identifying details about the Funds can be
found in Item 4, above, as well as in WHIREP’s Form ADV Part 1, Section 7.B.(1).

The limited partners participating in the Funds generally include high net worth individuals, family
offices, pension and profit-sharing plans, trusts, estates, partnerships, foundations or charitable
organizations, fund of funds, other investment entities or other corporations or business entities and
typically include, directly or indirectly, principals or other employees of WHIREP and its affiliates.
The Funds generally require minimum investment amounts of $5.0 million (or a lower amount for
certain Funds launched by the Firm’s predecessor entity) for limited partner investment, although the
General Partners reserve the right to accept commitments under such minimum amounts in their sole
discretion. Limited partners in the Funds must meet certain suitability and net worth qualifications
prior to making an investment in the Funds. Depending on the organization of each Fund, limited
partners generally must be (i) “accredited investors” as defined under Regulation D of the Securities
Act, and (ii) “qualified purchasers” or “knowledgeable employees,” as defined under the Investment
Company Act, or (iii) if applicable, “qualified clients,” as defined under the Advisers Act.

WHIREP also serves as investment manager for Co-Investment Funds that invest in certain Fund
portfolio investments, syndicates direct co-investment opportunities and serves as investment
manager for other investors in certain Fund portfolio investments. Subject to any restrictions set forth
in a Fund’s Governing Documents: (i) WHIREP will select the investors that are permitted to co-
invest in a particular portfolio investment or non-Fund investment in its sole discretion based on
various factors, including those specified in its policies on investment allocation and co-investments
and/or in the Funds’ Governing Documents; (ii) while one or more limited partners in the Funds may
be invited to co-invest in the Fund’s portfolio investments, any or all of any co-investment opportunity
can be offered to investors that are not limited partners in one or more of the Funds in WHIREP’s
sole discretion; (iii) WHIREP is permitted, in its sole discretion, to offer co-investment opportunities
to some limited partners in its Funds while not offering them to other limited partners in its Funds;
(iv) WHIREP is permitted to cause some co-investors to bear a Management Fee and/or Carried
Interest arrangement while not imposing a Management Fee and/or Carried Interest arrangement (or
imposing a different Management Fee or Carried Interest arrangement) on other co-investors; (v)
WHIREP is permitted to structure co-investment arrangements such that some Funds, Co-
Investment Funds and/or co-investors bear all or a portion of certain expenses (e.g., legal and other
expenses associated with a portfolio investment), while other Co-Investment Funds and/or co-
investors do not share in such expenses; and (vi) in certain cases, co-investment opportunities include
opportunities to make an investment at a time when there is not a corresponding Fund investment or
on different terms than any Fund investment.

Co-investment partnerships have generally been structured as a separate Fund. In such case,
WHIREP considers the co-investment to be a Fund client, identifies the Fund in its Form ADV Part

1, Schedule D, Section 7.B.(1), obtains an audit for the Fund, assesses a Management Fee and/or
Carried Interest on such Fund and includes the amount of assets of such Fund in the Firm’s regulatory
assets under management. However, as referenced in Item 4 above, in certain limited cases, co-
investments have been structured as a direct investment by certain limited partners or third parties
into a portfolio investment or its holding company. In the case of direct co-investments, WHIREP
does not consider the investment to be a Fund or a client, does not act as the investment manager to
the co-investment portion of the investment, does not charge Management Fees and/or Carried
Interest to the investment, does not have custody of the investment and does not include the amount
of assets of the co-investment in the Firm’s regulatory assets under management.

Opportunities to participate in a co-investment transaction typically will arise when WHIREP
determines that (i) all or a portion of an investment opportunity is not appropriate for a Fund, (ii) an
investment requires additional capital and it would not be advisable for a Fund to invest all of such
incremental capital, (iii) it is likely that a Fund would benefit from an investment by one or more other
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