Item 5 – Fees and Compensation
Management Fee
Goldenrod Capital Partners LP pays an annual, management fee of 2.00% charged on called (rather than
committed) capital.
Goldenrod Capital Partners II, LP pays an annual fee of 0.85% of committed capital through the
investment period and 1.35% on invested capital through the duration of the partnership.
Goldenrod Capital Partners III, LP pays an annual fee of 0.85% of committed capital through the
investment period and 1.35% on invested capital through the duration of the partnership.
Annual fees are divided equally and paid quarterly, in advance. The quarterly management fee will be
equal to the lesser of (a) the aggregate value of the fund’s then-existing investments as of the first day of
the calendar quarter, as determined by the General Partner in its good faith discretion; and (b) the
aggregate amount of capital invested by the fund in each of its then-existing investments as of the first
day of the calendar quarter.
For purposes of measuring each fund’s capital invested in an investment, all capital contributions made to
the fund by the investors with respect to the investment (including, without limitation, legal, accounting,
and other fees; expenses; purchase price; and other deal and operating costs) will be included; and,
moreover, for the avoidance of doubt, any return of capital from the investment prior to the sale of the
investment (including, for example, a return of capital resulting from the refinancing of the investment or
from operating income of the investment), will not reduce the fund’s amount of capital invested in the
investment for purposes of calculating the management fee. The management fee base for certain initial
investments, used as “Seed Properties”, shall be the value at which such properties are contributed to the
Fund.
The fund’s General Partner, in its sole discretion, may charge a reduced management fee, or no
management fee, to certain fund investors.
Other Fees and Expenses
The real estate funds managed by Goldenrod Capital Advisors incur other fees and expenses in addition
to the management fee described above and performance allocation fee described in Item 6 –
Performance-Based and Side-By-Side Management below. The sponsor of each real estate fund will
provide administrative services to the fund and will pay all normal operating expenses incidental to the
provision of the day-to-day administrative services to the real estate fund, including its own overhead. As
appropriate, third-party costs will be charged to portfolio properties. The funds will pay all costs, expenses
and liabilities in connection with its operations, including fees, costs and expenses related to the
purchase, holding and sale of portfolio investments (to the extent not reimbursed), taxes, fees and
expenses of accountants and counsel, costs and expenses of annual meetings; Management Fees;
litigation expenses, and other extraordinary expenses. The real estate funds also bear third-party
expenses incurred in connection with transactions not consummated.
Termination of Services
Our management services will be terminated automatically in the event the real estate fund is dissolved
or terminated. In addition, services may be terminated at any time in its entirety in the event the general
partner or sponsor of a real estate fund decides to select a different investment adviser for the fund. In
Goldenrod Capital Advisors, LLC Page 6 Form ADV Part 2A: Firm Brochure
the event services are terminated, we will provide a pro-rated refund of fees charged, based on the
number of days services are provided during the final calendar quarter.