Item 5: Fees and Compensation
A. Fee Schedule
Private Funds
The Brickman Managers receive management fees and carried interest for their advisory
services to the Clients.
Until the investment period for each Private Fund has terminated, each Private Fund pays to the
applicable Brickman Manager annual advisory fees (“Management Fees”) equal to a certain
percentage of the total capital commitments (regardless of whether such capital has been
invested) of the partners of the applicable Private Fund. Following the end of the investment
period of each Private Fund, the Management Fee of such Private Fund is equal to a certain
percentage of the invested capital of such Private Fund, as determined in accordance with such
Private Fund’s Management Agreement. Advisory fees for joint venture Clients are negotiated
and set forward in the applicable investment management agreement.
Each Brickman Manager, in its discretion, may waive or reduce the Management Fee applicable to
all or any of the investors in each Private Fund or agree with an investor to waive or alter the
Management Fee as to that investor. The Management Fee charged by certain of the Private
Funds is reduced by the amount of any transaction, break-up or similar fees received by us as
described in the Partnership Agreement of the applicable Private Fund.
There can be no assurance as to when capital will be invested or that the entire capital
commitment of an investor will be invested by each Private Fund.
Each Brickman Manager that serves as general partner of a Private Fund is apportioned carried
interest distributions from each Private Fund (“Carried Interest“) based on the net cash
proceeds attributable to Private Fund investments. Each such general partner, in its discretion,
may waive or reduce the Carried Interest as to all or any of the investors in each Private Fund or
agree with an investor to waive or alter the Carried Interest as to that investor. The Carried
Interest is also subject to a “clawback”, which means that each general partner is required to
return to the investors in each Private Fund distributions it receives from such Private Fund
which constitute Carried Interest under such Private Fund’s Partnership Agreement if the general
partner of such Private Fund has received, over the term of such Private Fund, an aggregate
amount of Carried Interest distributions which exceeds the amount of Carried Interest
distributions payable to the general partner pursuant to the terms of the applicable Partnership
Agreement, applied on an aggregate basis covering all investments of such Private Fund over the
term of such Private Fund.
With respect to each Private Fund, Management Fees do not exceed 1.50% per annum, and
Carried Interest distributions do not generally exceed 20% of the profits earned by such Private
Fund.
Investors should refer to each Private Fund’s Partnership Agreement and Management Agreement
for additional or supplementary information regarding such Private Fund as well as the fees paid
by such Private Fund.
B. Payment Method
Private Funds
The Management Fee generally will be paid by each Private Fund quarterly in advance by (i)
issuing capital calls to the investors, (ii) borrowing under credit facilities or (iii) or by paying
the Management Fee from investment proceeds or other cash held by each Private Fund. The
Carried Interest for each Private Fund is paid out as a distribution of the net cash proceeds
attributable to dispositions of portfolio investments of such Private Fund.
C. Other Fees and Expenses
Each Private Fund bears the expenses of its organization (subject to a maximum amount as set
forth in the Partnership Agreements) and all operational expenses incurred in connection with
the purchase, sale, financing and refinancing of investments, and the fees and expenses of third
party service providers to the Private Fund. Depending upon the Partnership Agreement and
amendments, for a specific fund, such fees and expenses include but are not limited to:
(i) legal, auditing, consulting, financing and accounting fees and expenses of the
Private Fund;
(ii) expenses associated with the preparation and distribution of the Private Fund’s
financial statements and reports to Private Fund investors and the costs of preparing
and filing the Private Fund’s tax returns;
(iii) out-of-pocket expenses and other expenses incurred in connection with the
operation of the Private Fund under the laws of the jurisdiction in which it is organized;
(iv) expenses incurred in connection with transactions pursued but not ultimately
consummated;
(v) expenses of appraisers and consultants;
(vi) expenses of litigation and indemnification;
(vii) fund related insurance premiums;
(viii) expenses of advisory committee meetings and meetings of the Private Fund
investors;
(ix) other expenses associated with the acquisition, holding, financing, refinancing and
disposition of the Private Fund’s investments, including extraordinary expenses;
(x) construction or development fees; and
(xi) any taxes, fees or other governmental charges levied against the Private Fund.
From time to time, we may receive various fees, including origination, acquisition, construction
or development fees, disposition, brokerage, investment banking, financing, break-up or similar
fees from portfolio companies or third parties which are directly related to the activities of the
Private Funds. Typically, any such fees received by us will be applied (i) to reimburse us for any
expenses incurred and not otherwise reimbursed and (ii) to prepay Management Fees with
respect to the Private Fund(s) to which such fees relate. In addition, as described in the
Partnership Agreements, we may charge certain of the Private Funds property management
fees, leasing fees, development fees and investment sourcing fees, which fees do not offset the
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