Nepc Private Markets Investment Due Diligence Report
Penwood Select Industrial Partners VII
Non-Core Real Estate
FUND ECONOMICS
Management Fee
The management fee is 1.50% on committed capital during the investment period and 1.50% on invested capital
thereafter. Management fee discounts may be possible based on commitment amount or other factors.
Performance Fee
Carried interest of 15% over an 8% preferred return with no GP catch-up. Carried interest with be calculated on the
Fund level.
Amounts available for distribution by the Partnership will be distributed in the following order of priority:
First, 100% to the Partners on a pari passu basis in proportion to the amounts of their respective Preferred
Returns (as defined below), until the Partners have received a monthly compounded 8.0% annual internal rate
of return ("IRR") on their total unreturned capital (such 8% amount, the "Preferred Return");
I.
II.
III.
Next, 100% to the Partners on a pari passu basis in proportion to their capital contributions, until the Partners
have received a return of their total capital contributed;
Thereafter, 85% to the Partners on a pari passu basis in proportion to their capital contributions and 15% to
the General Partner (such 15% amount, the "Incentive Allocation"); provided, however, that any Incentive
Allocation accruing and distributable to the General Partner during the investment period will not be
distributed to the General Partner until the termination of the investment period.
Other Fees and Expenses
The Fund shall bear all Organizational Expenses incurred in the formation of the Fund, up to an amount not to exceed
$550,000. The Fund will bear fees of placement agents, if any, subject to the Management Fee otherwise payable
being reduced by a like amount.
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PC
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