Item 5: Fees and Compensation
A. Compensation for Advisory Services
As of December 31, 2025, Northwood provides investment advisory services to its clients pursuant to
separate investment advisory agreements, which, along with the relevant offering and governing
documents, where applicable, explain the details regarding fees. 1
Northwood and/or an affiliate thereof typically receives compensation from management fees, carried
interest allocations, performance-based fees and certain other fees or expenses related to transactions.
Prospective investors should review the Northwood Accounts’ offering and governing documents to fully
understand the total amount of fees and expenses to be paid by the Northwood Accounts and, indirectly, by
their limited partners. The Separate Account agreed to Northwood’s fees at the outset of the advisory
relationship.
1. Management Fees
The NREP Funds, Northwood Europe and Northwood US
Northwood’s management fee is paid quarterly, in advance. Management fees for each of the NREP Funds
and Northwood Europe are based on an annualized percentage which typically ranges from 0.875% to 2%
of one or more of the following: (i) with respect to each limited partner that has not elected to become a
fully reduced limited partner, (A) capital commitments or (B) invested capital plus unfunded capital
commitments and (ii) with respect to each limited partner that has elected to become a fully reduced limited
partner, (A) invested capital plus unfunded capital commitments or (B) invested capital (which in each case
includes capital contributions for the fees in clause (i) or the paragraph below). Management fees for each
of the standing NREP co-investment vehicles are based on an annualized percentage which typically ranges
from 0.875% to 2% of invested capital. Management fees for Northwood US are based on an annualized
percentage which typically ranges from 0.875% to 1.5% of (A) during the commitment period, capital
commitments and (B) thereafter, invested capital. Management fees for the standing NREP co-investment
vehicles have been and in the future may be adjusted to take into account capital activity during the previous
quarter given that the management fee is paid in respect of the period between a management fee payment
date and the end of the applicable fiscal quarter. The management fee payable may be reduced in certain
circumstances, including as described below.
The management fee is reduced by 100% of (i) the Fund’s relevant share of any transaction fees, break-up
fees, topping fees, directors’ fees, acquisition fees, financing fees and other similar fees received by
Northwood or its affiliates in connection with actual or potential investment of such Fund and (ii) any
placement fees borne by such Fund. Northwood and its affiliates (including property management affiliates)
and employees are authorized to charge and receive Property Management Fees, including management,
construction, leasing, development, disposition and other property management services as determined in
good faith by Northwood, as well as services related to mortgage servicing, group purchasing, property,
title and/or other types of insurance, including to the Funds, their alternative investment vehicles or any
entities associated with an investment (see Item 4: Advisory Business). Except with respect to the NREP
Funds and Northwood Europe, any Property Management Fees paid to or otherwise received by Northwood
As all of the unaffiliated limited partners invested in the Northwood Accounts are qualified purchasers, as defined in section 2(a)(51)(A) of
the Investment Company Act of 1940, the specific details of each Northwood Account’s fee schedule are not required to be provided in this
brochure.
and its affiliates will not be applied as a reduction of the management fees payable by limited partners of
Northwood US.
By contrast, with respect to the NREP Funds and Northwood Europe, each Fund’s share of Property
Management Fees (as defined in their respective governing documents) and other fees earned by the
Property Management Affiliates (“Offsetable Property Management Fees”), net of out-of-pocket expenses
incurred to operate such Property Management Affiliates, in connection with the investments of such Fund,
is applied as a reduction of the management fees payable by the fee-paying limited partners of such Fund.
Such expenses include, among other things, shared overhead expenses with Northwood (e.g., rent and
personnel), costs for services provided by affiliates of the General Partners, and, as more fully described
below, compensation and salary of employees of Property Management Affiliates. For the avoidance of
doubt, any such Property Management Fees received by Property Management Affiliates with respect to
assets owned solely by third parties (including the assets owned by the Separate Account or Northwood
US) (“Third Party Fees”) shall not be applied as a reduction of the management fees payable by limited
partners of such Funds. In the event any Third Party Fees are received, for purposes of calculating the
reduction of the management fees payable by limited partners of such Funds, Northwood reduces the out-
of-pocket operating expenses of the Property Management Affiliates by a proportional amount based on
the relationship between the Third Party Fees and Offsetable Property Management Fees received in the
applicable period. In connection with a portfolio investment, property management contracts may from
time to time be assumed with one or more third parties in respect of assets outside of the portfolio
investment. With respect to the NREP Funds and Northwood Europe, unless their applicable Advisory
Committees determine otherwise, it is generally expected that any revenue received by a Property
Management Affiliate from a third party pursuant to such contracts will be treated as Offsetable Property
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