Item 5 – Fees and Compensation
Adviser Compensation
The Fund pays the Adviser an annual management fee (the “Management Fee”) in
accordance with the Partnership Agreement and Management Agreement. The
Management Fee is payable to the Adviser in quarterly installments in advance. The
Management Fee may be paid either (a) through a capital call requiring the limited
partners of the Fund to make capital contributions to the Fund or (b) by deducting the
amount of the Management Fee from distributable cash otherwise payable to the limited
partners of the Fund. The Management Fee ultimately is deducted from the assets of the
Fund by the General Partner and paid to the Adviser pursuant to the terms of the
Management Agreement. Upon termination of the Management Agreement, the Adviser
will repay to the Fund or to a replacement manager, as directed by the General Partner,
the unearned portion (computed on the basis of the number of days elapsed), if any, of
any Management Fees previously paid to the Adviser.
Each quarterly installment of the Management Fee, calculated with respect to
each limited partner, is reduced by an amount equal to such limited partner’s pro rata
share of any (x) Organizational Expenses (defined in “Additional Fees and Expenses”
below) that exceed the threshold set forth in the Partnership Agreement and, where
applicable, (y) any fees charged by any placement agent in connection with the marketing
and sale of interests in the Fund paid or due and payable by the Fund and/or (z) all
transaction fees, including acquisition fees, disposition fees or other similar fees (other
than various operational fees, including property management, leasing, construction and
development fees) received in connection with an investment or a prospective but
unconsummated investment by the Fund, as set forth in the Partnership Agreement.
The General Partner, an affiliate of the Adviser, also receives “carried interest” (a
form of performance-based compensation), as is described in Item 6 below.
Additional Fees and Expenses
The Adviser bears the ordinary day-to-day expenses incidental to the
administration of the Fund, including the salaries of the Adviser’s employees, rent and
other expenses incurred in maintaining the Adviser’s place of business. To the extent
possible, third-party costs are charged to portfolio investments.
The Fund pays all costs incurred in connection with the Fund’s operations such as
travel costs, fees and other out-of-pocket expenses directly related to the investigation of
investment opportunities (whether or not consummated), the acquisition, ownership,
financing, hedging or sale of its investments, taxes, fees of auditors and counsel,
expenses of the Advisory Committee, insurance, litigation expenses, expenses associated
with the preparation and distribution of reports to investors and any extraordinary
expenses.
The Fund also bears all costs and expenses directly or indirectly incurred in
connection with the formation and organization of, and sale of interests in, the Fund or
otherwise relating thereto, as determined in good faith by the General Partner, including
legal, accounting, printing, travel and filing fees and expenses (collectively, the
“Organizational Expenses”), provided that, to the extent that such fees and expenses
exceed the threshold set forth in the Partnership Agreement, such excess will be borne by
the General Partner and its affiliates. In addition, the General Partner and its affiliates
ultimately bear all fees for any placement agent for the Funds (as described in “Item 14 –
Client Referrals and Other Compensation” below).
Affiliates of the Adviser and General Partner may be entitled to receive from the
Fund additional fees in connection with operational services performed for the Fund or
with respect to portfolio investments, including certain property management, leasing,
construction and development fees, or other similar fees received in connection with the
operation of a portfolio investment. These additional fees will not exceed (a) market
rates payable for such services or (b) 3.0% of the gross revenue of each applicable
portfolio investment without the consent of the Advisory Committee.