Key Management Fee, Carried Interest and Governance Terms of Real Estate GP Investment Funds (Part Two of Two)

Sponsors are increasingly launching real estate PE GP funds as a way to raise sponsor equity to acquire and develop certain real estate projects. Although similar in many respects to traditional PE funds, the fee structures can vary quite a bit due to the vehicle’s straddling of the world between real estate and PE. It is further complicated by the fact that the sponsor is entitled to multiple levels of revenue streams – one from the GP fund it manages and another from the real estate joint venture (JV) projects in which it invests. Those and other issues were addressed in a Strafford CLE Webinars program on real estate PE GP funds that featured Willkie Farr partner Mark Proctor. This second article in a two-part series describes fee and carried interest arrangements typical of real estate PE GP funds, as well as highlighting certain notable fund governance terms. The first article considered the drivers of real estate PE GP funds, ways the vehicles are structured to invest in JVs and certain registration risks they can pose. For more from Proctor, see “SEC Sanctions Adviser for Inequitable Allocation of Deal Expenses Between Its PE Fund and Co‑Investors” (Jul. 26, 2022); and “SEC Sanctions Real Estate Manager Over Undisclosed Investments in Affiliate-Managed Projects and Improper Fee Practices” (Jul. 19, 2022).

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