ITEM 5: FEES AND COMPENSATION
FEE SCHEDULES
The fees and expenses applicable to and/or required to be borne by each Account are or will be set forth in detail in the
offering, governing and/or account documents of such Account, and generally are negotiable on a case by case basis based
upon various factors or considerations deemed relevant or appropriate, including, without limitation, the size of the
mandate and/or the scope of the services to be performed.
Subject to the terms and conditions set forth in the applicable governing or account documents, we generally expect to
receive from each Account a management fee, payable quarterly in advance or arrears, in an amount equal to between
0.25% and 1.50% per annum (or such other applicable percentage) of the aggregate capital commitments, invested capital
or asset value of such Account.
Payments in respect of the management fee may be in addition to an investor’s capital commitment in the Account.
Subject to the terms and conditions of the applicable governing or account documents, we or an affiliate may be entitled to
receive with respect to an Account a carried interest or other incentive or performance-based compensation equal to a
percentage of profits on distributions derived from the disposition of investments (following the return to the applicable
investor or client of its contributed capital and a preferred rate of return of a certain percentage on contributed capital).
Subject to the terms and conditions set forth in the applicable governing, account and/or offering documents, we or an
affiliate generally will or may receive various other types and forms of compensation with respect to Accounts including,
without limitation, (i) venture fees or other asset-based fees, (ii) general contracting fees, (iii) development fees, (iv)
construction services fees, and/or (v) a promote, profits, or similar interest in entities formed to hold or own real estate
investments.
In connection with a portfolio investment, an Account or a subsidiary thereof may enter into a transaction services
agreement with one or more of our affiliates, pursuant to which an affiliate provides transaction services with respect to
such portfolio investment, and such Account or an applicable subsidiary thereof pays to such affiliate a development fee
equal to four percent (4.0%) (or such lesser or greater percentage or amount set forth in the applicable governing
documents) of the development costs of such portfolio investment.
PAYMENT OF FEES
Subject to the terms of the applicable governing or account documents, management and other asset-based fees generally
will be funded with capital contributions or other payments, through withholdings from distributions or refinancings,
and/or from any borrowings by such Account. Subject to the terms of the applicable governing or account documents,
capital contributed to pay management fees may not be credited against or reduce the unfunded commitments of an
Account and such amounts may be in addition to capital commitments to such Account.
Subject to the terms of the applicable governing or account documents, carried interest distributions and other
performance‐based compensation with respect to an Account generally will be distributed or paid to us or our affiliates
from time to time upon the disposition or refinancing of investments or from profits on distributions derived from
operating proceeds.
Any other applicable fees and compensation with respect to an Account will be payable in accordance with the terms set
forth in the governing, account and offering documents relating thereto.
OTHER FEES AND EXPENSES
In addition to the fees described above, we or an affiliate may also receive other types of fees, payments or other
compensation with respect to or in connection with our advisory and other services provided with respect to Accounts
(pursuant to the terms and conditions set forth in the applicable governing documents).
We and our personnel and affiliates can be expected to receive certain intangible and/or other benefits and/or perquisites
arising or resulting from their activities on behalf of the Accounts that will not be subject to any fee offset or otherwise
shared with the Accounts and/or their investors. For example, airline travel or hotel stays incurred as Account expenses
typically result in “miles” or “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether
or not de minimis or difficult to value, inure exclusively to us and/or such personnel and affiliates (and not the Accounts
and/or investors) even though the cost of the underlying service is borne by Accounts.
Subject to the terms and conditions set forth in the applicable governing and account documents, each Account generally
will bear all of its own organizational and offering expenses which may include, among other things, the expenses incurred
in connection with forming and establishing such entity, its general partner or manager and/or affiliated entities and the
offering of interests, including attorneys’ fees, expenses for travel (which may include first class or business class travel),
accommodation expenses, meal expenses and other similar types of expenses, accountants fees and expenses, applicable
taxes and fees and expenses incurred in connection with the negotiation and preparation or organizational documents and
other documents relating to such Account and their investments (including those additional fees described above).
Subject to the terms and conditions set forth in the applicable governing and account documents, an Account generally will
or may bear all costs and expenses incurred in connection with its business and activities (whether directly or indirectly
through subsidiaries) including, without limitation, (i) legal expenses (including attorney’s fees); (ii) all fees and expenses
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