Summary of Terms

The purpose of this Summary of Terms is to identify issues for sponsors to consider as they design their syndication. It’s intended to address a variety of issues that include the business terms of the fund itself, as well as the terms under which the offering of securities will be made. Ideally, the economic terms should reflect modeling or at least be used in conjunction with modeling.

Note that in the interest of inclusiveness, some terms may conflict with others. We use limited partnership terms although they often apply equally well to limited liability companies. We also use real estate as the asset, although other strategies can be utilized in this document.

1 General

Name of Fund:

State of Formation:

General Partner:

2 Objectives / Strategy

Objectives: [e.g., operating income, capital gain, capital preservation]

Investment Opportunity: []

Strategy: [e.g., acquisition, financing, management, disposition of assets]

Property Type(s): []

Geographic Focus: []

Size Targets: []

Underwriting Yields: []

Leverage: [type; LTV; range of terms]

Investment Period: [duration; extensions]

Seasoning Period: []

Harvesting Period: []

Term of Fund: []

Recycling: [may sale proceeds be applied to new acquisitions?]

Co-Investment Vehicles: []

Alternative Investment

Vehicles: []

3 Terms of the Offering

Conditions to Closing: [best efforts; min/max; all or none]

Offering Period: Begins: []; Ends: []: Extensions: []

Eligible Offerees: [Accredited; non-Accredited; US taxable; US tax-exempt; Non-US]

Minimum LP Investment: []

General Partner

Co-Invest: [% of fixed dollar amount]

Funded at Closing or

Capital Commitments: []

Placement Agent: [How are commissions borne?]

4 Fees and Expenses

Asset Management Fee: []

Acquisition Fee: []

Property Management Fee: []

Construction Management

Fee: []

Expenses: [Offering; Organizational; Investment/Operational]

Promote/Carry:

Operating Income: []

Sale/Refi Proceeds: []

Tax Distributions: []

5 The Partnership Agreement

General Partner Authority: []

LP Voting Rights: []

Funding Additional

Capital Needs: [Loans; New Interests]

Capital Calls: [Timing; Default provisions]

Reserves: []

LP Liability: [To restore distributions in violation of LP statute]

Transfers: [Restrictions on transfer]

GP Management of

Other Funds: []

Investment Allocation

Policy: [Among funds with similar strategies]

Exculpation: [Standard of care for GP]

Indemnification: []

Reports: [Frequency]

Financial Statements: [Audit]

Related Party

Transactions: []

Dispute Resolution: [Arbitration; Waiver of class actions claims]

Advisory Committee: [LPAC role]

Key Person Events: [What happens?]