5. Fees and Compensation
For their real estate investment management or advisory services, the Advisers are usually paid an asset
management, portfolio management or investment management or advisory fee based upon defined criteria,
including: the cost, gross asset value, or fair market value of assets under management; the amount of
committed equity, the amount of capital contributed, or equity invested; the net operating income generated
by a portfolio; or based on a development or construction budget for development assets. In some cases, this
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includes a minimum or maximum management fee for a portfolio or a base asset management fee paid by
the Investment Fund's real estate investment trust (“REIT”) subsidiary.
In addition, the Advisers sometimes receive (i) an acquisition or onboarding fee based upon: (A) the cost or
purchase price of an acquired asset, or (B) for assets to be developed or under construction, a development
or construction budget for such assets; (ii) a disposition fee based on the sales price of an asset; (iii)
development fees, leasing fees, project management fees, financing fees and/or a due diligence, underwriting
or similar fees for diligence and underwriting related services as part of an acquisition of an asset; and (iv)
certain other miscellaneous fees (collectively “Transaction Fees”). These Transaction Fees can be substantial
and may be paid in cash or in securities or otherwise. The payment of Transaction Fees will, in some, but not
all, circumstances create a conflict of interest between the Advisers and their affiliates, and the Investment
Funds and their investors or Separate Accounts because the Investment Funds and their investors and
Separate Accounts generally do not have a direct interest in these fees and reimbursements. The Advisers
determine the amount and timing of these Transaction Fees for the services provided and reimbursements in
their own discretion, subject to agreements with the relevant sellers, buyers, and management teams. For a
discussion of material conflicts of interest created by the receipt of such fees, please see Item 11 below.
Transaction Fees and other fees and expenses are sometimes capitalized into the amount of invested capital
contributions. Accordingly, to the extent that the relevant asset management, portfolio management,
investment management or advisory fees for an Investment Fund or Separate Account are calculated based
on invested capital contributions, the amount of asset management, portfolio management, investment
management or advisory fees paid to the Advisers would increase. Such amounts are in addition to the
Transaction Fees paid to the Advisers and/or their affiliates.
Additionally, as further described in Item 6 below, with respect to certain Separate Accounts and Investment
Funds, the Advisers may receive a performance or incentive fee based on certain criteria.
We do not have a set fee schedule. Fees for Separate Account clients are generally individually negotiated
with the client upfront and are set forth in the applicable Advisory Agreements. No compensation is payable
until services are rendered. Fees for our Investment Funds are typically set on a fund-by-fund basis, are
disclosed in the fund’s Private Placement Memorandum or prospectus, and set out in the organizational
documents or Advisory Agreements of those Investment Funds or in separate side letters or other agreements
with the applicable investor.
Certain of the Advisers or their affiliates (including CBRE) and employees (and any related entity established
by affiliates or employees, such as trusts, charitable programs, endowments or related programs, family
investment vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) may also be an
investor in an Investment Fund, in which case they will receive their percentage interest of income, profits and
gains/losses as an investor in addition to the management fees, incentive distributions, Transaction Fees or
other fees received by the general partners (or analogous party), one of the Advisers or their affiliates.
Furthermore, the Advisers have in the past and may, from time to time in the future, establish certain
investment vehicles through which third parties may invest alongside one or more Investment Funds in one
or more investment opportunities, which generally do not pay management fees, performance/incentive fees
or carried interest or pay reduced management fees, performance/incentive fees or carried interest.
With respect to certain Investment Funds, Adviser Investors do not pay management fees in connection with
their investment in such Investment Fund. Notwithstanding that such Adviser Investors will not pay
management fees, Adviser Investors will pay for their pro rata share of certain Investment Fund expenses or
the pro rata portion of such Adviser Investors’ expenses will be allocated to the applicable Adviser or affiliate
or the general partner of the applicable Investment Fund.
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Our fees are exclusive of third-party fees, costs and expenses (including payments to the Advisers’ affiliates,
as discussed in greater detail in Item 11 below) actually incurred in connection with the services provided
directly or indirectly for our Investment Funds or Separate Accounts, which may include, without limitation,
depending on the applicable Advisory Agreement, the following:
1. legal, regulatory, compliance, printing, travel, filing and other organizational expenses incurred in
the formation, marketing, general partner registration and organization of an Investment Fund and
associated entities (including the general partner entities) and the offering and sale of limited
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