Fees and Compensation — Form ADV Part 2A (3/29/2019)
[Brochure]
Item 5 – Fees and Compensation
Thayer receives an asset management fee from each Thayer Fund, which is paid to Brookfield
Adviser pursuant to the asset management agreement. This fee is negotiated with and approved
by investors in the Thayer Funds at the time of fund formation. Because Thayer has registered as
an investment adviser with the SEC under the Advisers Act, and this brochure is delivered only
to Qualified Purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of
1940 (the “Investment Company Act”), a fee schedule is not provided.
The Thayer Funds do not pay any other fees to Thayer in connection with its advisory services.
The Thayer Funds and investors in the Thayer Funds have agreed to pay other fees to Thayer,
including but not limited to carried interest on the Thayer Funds’ investments. The properties
and projects in which the Thayer Funds invest may contract with related persons of Thayer for
property-specific services, such as management, development, construction, leasing and other
property management services, for which those related persons receive fees. These fees are
disclosed to and approved by the Thayer Funds prior to or upon entering into such related party
arrangements.
Unless otherwise provided in the applicable fund formation documents or asset management
agreement, the Thayer Funds are responsible for all expenses incurred by or on their behalf,
including but not limited to legal, auditing, consulting, financing, appraisals, accounting and
reporting fees and expenses; out-of-pocket expenses of transactions not consummated; other
expenses associated with the acquisition, holding and disposition of investments, including
extraordinary expenses (such as litigation, if any); out-of-pocket expenses related to oversight of
capital projects; and any taxes, fees or other governmental charges levied against the fund or any
asset of the fund.
Neither Thayer nor any supervised person accepts compensation for the sale of securities or
investment products.
Account Minimums and Types of Clients — Form ADV Part 2A (3/29/2019)
[Brochure]
Item 7 – Types of Clients
Thayer provides investment advisory services to the Thayer Funds, which are pooled investment
vehicles. Thayer has delegated the responsibility for providing certain such services to
Brookfield Adviser pursuant to the asset management agreement, and has retained only ultimate
decision-making authority over certain actions by Brookfield Adviser. The Thayer Funds
currently advised by Thayer are: (i) Thayer Hotel Investors V LP, (ii) Thayer Hotel Investors V-
A LP, and (iii) Thayer Hotel Investors V LLC.
Each of Thayer’s clients is a Qualified Purchaser under the Investment Company Act of 1940
(“Investment Company Act”) and an Accredited Investor under Regulation D of the Securities
Act of 1933 (the “Securities Act”) and a “private fund”, i.e., qualifies for the exclusion from the
definition of investment company under section 3(c)(1) or 3(c)(7) of the Investment Company
Act for purposes of the Advisers Act. The Thayer Funds’ offering documents set forth the
qualification requirements for clients, the applicable investment minimums, and whether such
minimums are waivable in the discretion of Thayer.