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NAREIM LEGAL CONFERENCE (October 2012) INVESTMENT FUNDS/JOINT VENTURES

NAREIM LEGAL CONFERENCE (October 2012) INVESTMENT FUNDS/JOINT VENTURES. Chip Parsons Proskauer Rose LLP Eleven Times Square New York, NY 10036. Geoff Osborn Hunt Realty Investments 1900 N. Akard Street Dallas, TX 75201. I. Preferred Structures. A. Discretionary Fund

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NAREIM LEGAL CONFERENCE (October 2012) INVESTMENT FUNDS/JOINT VENTURES

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  1. NAREIM LEGAL CONFERENCE (October 2012) INVESTMENT FUNDS/JOINT VENTURES Chip Parsons Proskauer Rose LLP Eleven Times SquareNew York, NY 10036 Geoff Osborn Hunt Realty Investments 1900 N. Akard StreetDallas, TX 75201

  2. I. Preferred Structures • A. Discretionary Fund • 1. Growing investor constraints • a. Transparency concerns • b. Asset restrictions • c. Shrinking universe of preferred managers • 2. Getting “close to the operator” • a. How prevalent a concern? • b. What does it mean? • c. Are investors equipped? • d. Impacts on the fund structure

  3. I. Preferred Structures (continued) • B.Joint Venture • 1. “Programmatic” joint venture • a. Prevalence • b. Meaningful commitment or glorified ROFR? • c. The investment “box” • d. Investor controls: stated vs. reality • Single asset/portfolio joint ventures • a. How prevalent a concern? • b. Investor controls • C. Separate Accounts • 1. Distinctive characteristics • 2. Prevalence

  4. II. Selected Terms • A. Fees • 1. Funds • a. Committed vs. invested capital • b. Relative investment risk • c. Cumulative dilution expectations • 2. Joint ventures • a. Acquisition programs • b. Development programs

  5. II. Selected Terms (continued) Distribution Waterfalls 1. Hurdles Promote percentages Is any catch-up on the table? Clawbacks Expectations of the Manager Co-investment How much? Does more gain anything? Does source matter? Key person restrictions Leverage

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