ITEM 5: FEES AND COMPENSATION
Compensation for Advisory Services
TurnCap is compensated for its advisory services through management fees and carried interest. The management
fee is a percentage per annum of the total capital commitments made by certain Limited Partners to the Fund, paid
quarterly.
TurnCap charges its clients an annual fee for participation in its funds. The management fee is 1.5% per annum of
(i) during the Commitment Period, Capital Commitments, and (ii) after termination of the Commitment Period,
Invested Capital.
Carried Interest
The General Partner is entitled to receive a share of the realized profits of the Fund, otherwise referred to as the
General Partner’s carried interest. Carried interest will remain provisional until all contributions have been returned
to partners. Carried interest is measured at the reporting date quarterly and annually.
Management Fee Expenses and Organizational Expenses
The General Partner will pay out of its management fee its normal operating expenses (such as compensation
expenses, rent, utilities, insurance, office supplies and equipment, and travel and entertainment expenses not
incurred in connection with specific prospective Real Estate Security Investments, Real Estate Investment
Companies or matters related to Limited Partners). To the extent not paid by Real Estate Security Investments, the
Fund will bear all other expenses incurred by it or on its behalf, including legal, accounting, audit, tax preparation,
investment banking, consulting, research, brokerage, finders’, custody, transfer, interest, taxes and extraordinary
expenses, and other similar fees and expenses (including the Management Fee and costs associated with broken
deals). The Fund will pay (or reimburse the General Partner for) expenses incurred in connection with its
organization and start-up and offerings of Interests, including legal and accounting fees, printing expenses, and
travel expenses and payments to any placement agent (collectively, “Organizational Expenses”). The Management
Fee will be reduced by any Organizational Expenses in excess of a predetermined amount.
Fees Payable or Receivable with Respect to Real Estate Security Investments
In connection with TurnCap's advisory services, clients may also encounter the following fees related to Real Estate
Security Investments:
Processing Fee: The Fund will pay to Bellwether Enterprise a processing fee for each Real Estate Security
Investment as compensation for the performance by Bellwether Enterprise of all administrative services in
connection with the closing of each Real Estate Security Investment, including diligence, underwriting, and closing
costs. The Fund will pay the processing fee to Bellwether Enterprise at the closing of each Real Estate Security
Investment from the proceeds of the Real Estate Security Investment.
Origination Fee: The Fund may receive an origination fee in the amount of 1.0% of the original principal amount
of each Real Estate Security Investment. The Fund will receive the origination fee at the closing of each Real Estate
Security Investment from the proceeds of the Real Estate Security Investment.
Placement Fee: The Fund may from time to time pay to an independent third party a placement fee for a Real Estate
Security Investment brought to the Fund by that third party. The Fund will pay the placement fee to the third party
at the closing of the Real Estate Security Investment from the proceeds of the Real Estate Security Investment.
Servicing Fee: The Fund will pay to Bellwether Enterprise a servicing fee for each Real Estate Security Investment
TurnCap ADV Part 2 – May 23, 2023 Page 5
as compensation for Bellwether Enterprise to service and administer each Real Estate Security Investment pursuant
to the terms of a Servicing Agreement between the Fund and Bellwether Enterprise. The Fund will pay the servicing
fee to Bellwether Enterprise at the closing of each Real Estate Security Investment from the proceeds of the Real
Estate Security Investment.
Exit Fee: The Fund may receive an exit fee in connection with each Real Estate Security Investment. The Fund will
receive any such exit fee at the payoff of each Real Estate Security Investment. Notwithstanding the foregoing, at
the discretion of the General Partner, the Fund may waive the payment of any exit fee in the event that the entire
amount of the outstanding Real Estate Security Investment is refinanced with permanent financing by Bellwether
Enterprise or sold by BWE Investment Sales
Jon J. Pinney, the Managing Partner of the law firm Kohrman Jackson & Krantz LLP, represents the Issuer and will
be receiving legal fees out of the capital contributions made by the limited partners of the Issuer.
If clients choose to pay fees in advance, they should be aware that if the advisory contract is terminated before the
end of the billing period, they may obtain a refund of the pre-paid fee. The refund amount will be determined by
prorating the fee for the remaining portion of the billing period.