Item 5 – Fees and Compensation
A. Compensation for Advisory Services.
SIM US does not currently have a fee schedule. Members of the Savills Group receive asset and
performance-based fees and allocations from the Funds (as well as other compensation and
reimbursements of expenses, as described further below). As a member of the Savills Group, SIM US
benefits from these compensation arrangements with the Funds. SIM US has a cost plus
arrangement under the terms of its Investment Management Intercompany Services Agreement.
The fees paid by the Funds to members of the Savills Group are summarized below. The specific
payment terms and other conditions of these fees and allocations are set forth in the Fund
Documentation. See Item 10 for disclosures regarding Savills Group’s provision of services to the
Funds and the Asset Holding Vehicles.
1. GTOF.
Advisory Fees
From the date of GTOF’s initial closing date until the expiration of its investment period, GTOF paid
a management fee to the GTOF Fund Manager, calculated at the rate of 2% of GTOF’s aggregate
capital commitments per annum, whether or not such commitments were drawn down. After the
end of GTOF’s investment period, the management fee is calculated at the rate of 2% per annum of
the “projected equity requirements” as determined from time to time in accordance with the Fund
Documentation. The management fee is paid quarterly in arrears.
“Projected equity requirements” means the sum of the aggregate GTOF contributions, the
forecasted contributions for the upcoming calendar year as determined by the GTOF Fund GP and
any monies that the GTOF Fund GP deems necessary to be set aside for transaction-related costs or
other contingencies. The determination of the "projected equity requirements" requires the GTOF
Fund GP to make estimates of necessary future funding, some of which, by their nature, involve
subjective judgments on the part of the GTOF Fund GP, and therefore, may present certain conflicts
of interest. However, to the extent the GTOF Investment Manager, the Property Advisor or an
Associate receives fees for fund management, investment management or property advisory
services (but excluding non-fund management services) from GTOF; the management fee is
reduced accordingly.
The GTOF Fund GP receives a fee of £25,000 per annum (payable quarterly in advance) from GTOF.
The GTOF Investment Manager receives from the Singapore HoldCo (i) reimbursement of certain
expenses and (ii) a minimum fee (payable quarterly in arrears) equal to 0.75% per annum of the
aggregate capital commitments of GTOF (which will be deducted from the management fee payable
to the GTOF Fund Manager). The Property Advisor receives a market-based management fee from
the GTOF Investment Manager (payable in arrears on a semi-annual basis), and receives asset
management fees (payable monthly in arrears, calculated on annual rates as set forth in the asset
management agreements) from the Asset Holding Vehicles.
Investors in GTOF paid a subscription fee to Savills IM (based on committed capital), which was
used to offset placement agent costs.
Carried Interest
GTOF allocates to the GTOF Fund GP a carried interest distribution based on proceeds generated
from the sale of GTOF investments, in an amount equal to 20% of the profits from disposition of
portfolio investments made by GTOF, after the return of invested capital and a preferred return to
investors and the GTOF Fund GP. All performance-based compensation payable to the Savills
Group will be effected consistent with the requirements of Section 205 of the Advisers Act and Rule
205-3 thereunder. Distributions will be at such times and with such frequency as the GTOF Fund
GP may determine in its absolute discretion, although the GTOF Fund GP currently anticipates that
it will distribute certain available cash from time to time (for example, in connection with a
divestment by GTOF).
Fee Waivers/Reductions
Certain Investors in GTOF have negotiated different fee terms than those set forth in the Fund
Documentation.
2. JVF II.
Advisory Fees
JVF II pays to the JVF II Management Company or its affiliate an annual management fee equal to (a)
during the period from the initial closing date until the expiration of its investment period, 2% of
aggregate commitments and (b) thereafter, 2% of contributed capital (i.e., excluding leverage) used
to fund the acquisition cost (including directly related expenses) of each Investment that is held by
JVF II as of the applicable payment date. In addition, the JVF II Management Company may receive
reasonable fees during the period of winding up of the Fund. JVF II management fees are paid
quarterly in advance.
The JVF II management fee attributable to each limited partner will be reduced by such limited
partner’s share of 100% of any fees payable to the JVF II Fund GP or its affiliates constituting
directors’ fees, monitoring fees, transaction fees, break-up fees or other similar fees, in each case
net of directly related expenses (including taxes), as set forth in the Fund Documentation; provided,
that such offset shall not apply to fees for property-level services.
JVF II may engage (a) Savills Investment Architecture Design, an affiliate of Savills IM, to provide
architectural services in respect of one or more investments, on terms determined on an arm’s
length basis by the JVF II Fund GP and for which it will be paid market fees or (b) other affiliates of
Savills IM to provide additional property-level services in respect of one or more Investments, on
such fees and terms as may be approved by the JVF II Investor Advisory Committee.
Carried Interest
JVF II allocates to the JVF II Fund GP or an affiliate thereof (“Carried Interest Partner”) a carried
interest distribution based on proceeds generated from the sale of JVF II investments, in an amount
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