Whitman/Peterson LLC

ITEM 5 – FEES AND COMPENSATION
    A. Fees and Compensation
The fees and compensation payable to the Firm vary among the Funds and are determined and assessed in
a manner specific to each Fund. Affiliates of the Firm typically make a substantial capital commitment to
certain Funds and may pay no or reduced management fees and no or reduced performance fees in respect
of such commitment. For the specific fees charged by any specific Fund, please refer to the Governing
Documents for such Fund. Certain fee breaks or alternative fee structures may be offered to certain investors
including, but not limited to, those that are considered to be anchor investors, those that participate in early
closings of such Fund or for investors with a specified commitment amount. Certain fees may be deferred
or waived from time to time at the discretion of the Firm. However, the range of compensation is generally
as follows:
The Firm is compensated for advisory services by management fees determined in one of two manners,
depending on the structure of a given Fund: (1) on a cost-reimbursement basis, subject to certain maximum
investor fee amounts, and (2) on a flat percentage-fee basis. The management fees, whether on a cost-
reimbursement basis, or a flat-fee basis, are less than or equal to 2.0% of the Investor’s capital subscriptions
during the investment period or the Investor’s capital contributions invested in, but unreturned from,
investments, after the investment period.

In general, the Firm receives management fees and carried interest in connection with advisory services.
Carried interest is described below in Item 6. In the event that the Firm or other related management entities
receive additional compensation in connection with management and other services performed for
investments of the Funds, a Fund’s portion of such additional compensation is treated as an offset to a given
Fund’s management fees otherwise payable to the Firm.

The Firm, on behalf of the Funds, retains advisors or consultants to provide industry specific consulting
and management services to the Funds. In some cases, such advisors or consultants will be dedicated to
the Funds’ activities and be considered part of the Firm’s team. However, unlike the Firm’s employees,
whose compensation is considered a Firm expense, the compensation for these advisors or consultants are
paid by the Funds and any investment-level reimbursements received by the Funds for services in which
they are involved are retained by the Funds (and not paid to the Firm).

    B. Third-Party Expenses

In addition to management fees and carried interest, each Fund bears certain expenses, including certain
start-up costs, according to the terms of the Governing Documents, which may differ among the Funds. As

set forth in each Fund’s Governing Documents, a Fund also typically will directly or indirectly bear all fees,
costs, expenses, liabilities and obligations relating to such Fund’s activities, investments and business to
the extent not reimbursed by an investment, including, without limitation any and all fees, costs and
expenses (i) in connection with the origination, evaluation, negotiation, structuring, acquisition,
restructuring or disposition of Investments, including the formation of additional vehicles, including all
expenses with respect to potential investments that are not consummated (whether or not co-investors may
have been necessary), private placement fees, sales commissions, appraisal fees, finder fees, taxes,
brokerage fees, underwriting commissions and discounts, travel expenses, and legal, accounting,
investment banking, consulting, information services and professional fees (which reimbursement may
include the Firm, to the extent that fees, costs and expenses payable do not exceed the amount customarily
charged by third parties for services similar to those actually provided) related to the discovery,
investigation, development, making, management and disposition of Investments (whether or not
consummated), subject to applicable approvals; (ii) in connection with the carrying, monitoring,
maintaining or management of investments, including custodial, trustee, record keeping and other
administration fees, any travel expenses, and ongoing risk monitoring and any and all information
technology fees, costs and expenses related to the evaluation, making, carrying, monitoring, maintaining,
managing and disposing of investments (whether or not consummated); (iii) the proportionate share relative
to the other Funds, as determined in good faith by the Fund’s General Partner, of research or to the provision
of investment activity-related market data and reporting, data providers (including related systems and
services from such data providers and data management software) and related information management
systems; (iv) general fund administration and compliance related matters, in each case, including initial
onboarding, implementation and development costs, licensing and maintenance fees, payments made to
consultants and any fund administrator; (v) in connection with the preparation and distribution of all reports
to the Limited Partners and any other financial, tax, accounting, software, fund administration or reporting
functions (including the preparation of financial statements, tax returns and Internal Revenue Service
Schedules “K-1” and a Fund’s partnership representative’s representation of the Fund or the Limited
Partners); (vi) in connection with compiling and complying with provisions in side letters, and any costs
and expenses incurred in connection with any transfer of interests (to the extent not reimbursed by the
parties to such transfer); (vii) outside tax advisors, accountants, third-party administrators, attorneys,
auditors, audits, valuation, custodians, depositaries, independent representatives, consultants, advisors
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ITEM 7 – TYPES OF CLIENTS
As described in Item 4, the Firm provides investment advisory services to the Funds, which are pooled
investment vehicles operating as private investment funds. Investors in the Funds may include, but are not
limited to, pension plans, endowments, foreign institutions, corporate and business entities, foundations,

trusts, family offices, and high net worth individuals. The Funds may have minimum capital commitments
for Investors, as specified in the Governing Documents for each respective Fund, which are negotiable by
the Firm. 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 may be offered to Investors with alternative
qualifications, in each case as required by law.