Winthrop Capital Advisors LLC

ITEM 5. FEES AND COMPENSATION

Winthrop Capital Advisors receives a Management Fee from each Fund as compensation for its advisory
services, the terms of which are set forth in each Fund’s offering documents. The management fee paid
by each Fund is in the range of 1.0% to 1.25%. During a Fund’s Investment Period, the fee is generally
calculated on a basis of aggregate funded commitments made by investors to such Fund, subject to certain
reductions as set forth in each Fund’s offering documents. Investors in the Funds indirectly pay the
management fees by way of capital contributions to the Funds. As more fully described below, while
Winthrop Capital Advisors’ Management fees are paid to it by the Funds it advises, these fees are debited
by the general partner of each Fund from the accounts of those Fund limited partners who are not affiliates
of the general partners.

Management Fees

As set forth in greater detail in Item 6 of this Brochure – Performance-Based Fees and Side-by-Side
Management, the general partner of each Fund typically receives a performance-based profit allocation in
the form of a “carried interest,” entitling it to a prescribed portion of a Fund’s profits and distributions
after each of the investors in the Fund have received a specified internal rate of return (such carried interest
is generally referred to as a “promote” in real estate-related funds). Carried interest distributions may be
made each time an investment is realized or on a different basis as agreed to between the Fund and its
investors and as set forth in the offering documents of such Fund.

Our affiliates and certain of our employees and professionals invest in investment vehicles advised by us,
including the Fund and the Investment Vehicles. When doing so, they are not subject to management fees
on their direct or indirect investment in the Funds.

As previously described, from time to time WSRE Fund LPs will be offered the ability to co-invest in
certain investment opportunities alongside the WSRE Fund. In such cases, the management fees charged
to such existing investors (i.e., the WSRE Fund LPs) may be less than the management fees we receive
from new third-party investors also investing in the same investment. WSRE Fund LPs receive priority
rights over new third-party investors with respect to co-investment opportunities based on objective
criteria, and such priorities are disclosed in the offering documents for the WSRE Fund.

In consideration for our management of the WSRE Fund’s assets, we are paid by the WSRE Fund, an
annual Management Fee equal to 1.25% of: (i) aggregate commitments called/or deemed to be called by
the WSRE Fund less (ii) the aggregate amount of distributions constituting returns of capital contributions
in WSRE Fund Investments that have been disposed of, including those by Investment Vehicles. The
Management Fee we are paid by the WSRE Fund may be subject to further reduction as described and
provided for in the WSRE Fund Partnership Agreement.

The WSRE Fund Management Fee shall not be payable in respect of the WSRE Fund General Partner, its
members and its affiliates and members thereof.

WINTHROP CAPITAL ADVISORS, LLC

We will also act as the investment manager for any WSRE Fund Investment Vehicles, and/or managing
the assets acquired by those Funds, we shall be paid an annual Management Fee by each Investment
Vehicle equal to 1% of: (a) the aggregate commitments called or deemed called by the Investment Vehicle
less (b) the aggregate amount of distributions constituting returns of capital contributions invested in
Investment Vehicles that have been disposed of.

The Management Fee for each Investment Vehicle shall not be payable in respect of the WSRE Fund, the
General Partner, its members and its affiliates and members thereof.

The Management Fee we are paid by any Investment Vehicle may be subject to certain further reductions
as described and provided for in the limited partnership agreement for each Investment Vehicle.

The Management Fees charged are generally not negotiable.

Carried Interest or Performance Fee

In addition to the Management Fees described above, each general partner of the WSRE Fund and of an
Investment Vehicle will receive a “promote” or performance-based fee from the WSRE Fund and of an
Investment Vehicle after such Fund’s limited partners have received a specified return, as further
described in the WSRE Partnership Agreement and the Investment Vehicle limited partnership
agreements. Refer also to Item 6 of this Brochure - Performance-Based Fees and Side-by-Side
Management.

The “promote” or performance-based fees paid to each general partner of the WSRE Fund and an
Investment Vehicle are generally not negotiable.

Affiliate Fees

Affiliates of the Adviser and/or the WSRE Fund General Partner and/or the general partner of any
Investment Vehicle may be retained by the WSRE Fund or Investment Vehicle to provide each Fund, as
appropriate, property management, construction management, construction oversight and construction
development services, for which these affiliates shall be paid fees by the WSRE Fund and/or the
Investment Vehicle, subject to the applicable terms of the WSRE Fund Partnership Agreement and/or
each Investment Vehicle’s partnership agreement, as the case may be. The WSRE Fund and/or Investment
Vehicle, as applicable, will be charged by these affiliates the fees incurred for such affiliate services, each
as more particularly described in the offering documents for each Fund and our Management Agreement
with the WSRE Fund and/or the Investment Vehicles we advise.

Other Costs and Expenses

A financing fee of 0.25% will be charged on all WSRE Fund and Investment Vehicle borrowings.

The WSRE Fund (and, therefore, the WSRE Fund LPs indirectly) will pay for or reimburse the WSRE
Fund General Partner, Winthrop Capital Advisors and their respective affiliates for their payment of all

WINTHROP CAPITAL ADVISORS, LLC
...

ITEM 7. TYPES OF CLIENTS

Generally, our clients are private equity funds or are organized in a similar fund structure for pooled
investments in real estate-related investment opportunities. Our clients rely on certain exclusions and
exceptions from the definition of “investment company” in the Investment Company Act of 1940, as
amended (the “Investment Company Act”). Accordingly, none of our Fund clients are registered as
investment companies with the SEC.

Winthrop Capital Advisors determines, in its sole discretion, any requirement for entering into an
investment advisory contract with a Fund. Each of our clients, in turn, may impose their own requirements
for investors, including minimum investment size and satisfaction of other relevant criteria, including
requiring that each fund investor is both an “accredited investor” (defined in Regulation D under the
Securities Act of 1933, as amended) and a “qualified purchaser” (defined in the Investment Company
Act).