Real Estate Private Equity GP Investment Funds: Capital Contributions, Distributions, Sharing of Promote and Fee Income
Structuring Key Deal Terms; Analyzing Opportunities and Risks for Both Sponsors and Investors

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Tuesday, July 9, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will discuss the rise of real estate general partner (GP) private equity funds and critical legal issues implicated by them. The program will analyze key deal terms of GP funds and provide insights and perspectives into opportunities and risks for both sponsors and investors.
Faculty

Mr. Marrs is a partner in Willkie’s Chicago office, where he is a member of the Asset Management Department and Private Funds practice. He has over 25 years of fund formation experience and is a recognized leader in the market, with a particular focus on private funds investing in the real estate, infrastructure and energy sectors. His practice is focused on the structuring and formation of private funds, management companies, carried interest arrangements and joint ventures. Mr. Marrs represents a variety of US and international private fund sponsors, investors and other stakeholders across numerous industries.

Mr. Proctor is a partner in the Asset Management Group. He advises private fund managers on structuring, establishing, and operating private investment funds, including blind pools, co-investment funds, pledge funds, single investment funds, and other investment vehicles. Mr. Proctor also represents fund managers on their internal structuring and compensation matters and frequently advises clients in connection with co-investments and seed investments in asset managers, as well as buyers and sellers in secondary market transactions involving private fund interests and portfolios of assets held by private funds. His practice extends beyond fund managers to include institutional investors and family offices in connection with their investments in various private equity vehicles.

Ms. Colen practices in the firm’s Asset Management Group. She assists sponsors and investors of private investment funds and managed accounts with formation, offering, investment, and regulatory matters, with a particular focus on the representation of bank-affiliated sponsors and distributors of private equity, credit, infrastructure, real assets, and secondaries funds. Ms. Colen also works with sponsors in connection with management company restructurings, GP-stake sale transactions, establishment of asset management platforms, joint ventures, and GP-led secondary transactions.
Description
Real estate private equity sponsors are increasingly raising GP funds to provide some or all sponsor equity contributions for their real estate investment vehicles. Investors seeking higher financial returns are attracted to investments in the GP side of real estate investment vehicles.
GP funds implicate fundamental questions regarding the allocation of risk and reward between the sponsor and the outside investors. Key deal terms include, among others, distribution structures, sharing of promote and fee income, decision-making rights, and timing of capital contributions and distributions.
Listen as our authoritative panel of practitioners analyzes opportunities and risks of GP funds for both sponsors and investors, how to choose the right investment structure, and best practices in negotiating key deal terms.
Outline
- Market trends and the rise of the use of GP funds
- Pros and cons of using GP funds to provide some or all of the sponsor equity contributions for real estate investment vehicles
- Key deal terms
- Sponsor vs. outside investor perspectives
Benefits
The panel will review these and other key issues:
- What are current developments impacting the use of real estate GP private equity funds, and how have the terms of those arrangements evolved?
- What are typical deal structures for real estate GP private equity fund investments?
- What issues most often derail real estate GP private equity funds and how can counsel for sponsors and outside investors overcome these negotiating hurdles?
Related Courses

Purchase Money Security Interests, Consignments and Double Debtors Under UCC Article 9
Saturday, March 22, 2025
1:00 p.m. ET./10:00 a.m. PT

NAV Financing in Private Equity: Increasing Liquidity, Facilitating Acquisitions, Improving Investment Returns
Tuesday, April 1, 2025
1:00 PM E.T.

Private Equity and Antitrust Enforcement: New HSR Rule Compliance; Trump Administration’s Priorities
Friday, April 18, 2025
1:00 p.m. ET./10:00 a.m. PT
Recommended Resources
Making Continuing Education Work for You, Anytime, Anywhere
- Learning & Development
- Career Advancement