Real Estate Private Equity GP Investment Funds: Structuring Key Deal Terms

Capital Contributions, Distributions, Sharing of Promote and Fee Income, and More

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Thursday, June 2, 2022

Recorded event now available

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Course Materials

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.


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 general partner 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.



  1. Market trends and the rise of the use of GP funds
  2. Pros and cons of using GP funds to provide some or all of the sponsor equity contributions for real estate investment vehicles
  3. Key deal terms
  4. Sponsor vs. outside investor perspectives


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?


Colen, Stephanie
Stephanie A. Colen

Willkie Farr & Gallagher

Ms. Colen practices in the firm’s Asset Management Group. She assists sponsors and investors of private...  |  Read More

Proctor, Mark
Mark Proctor

Willkie Farr & Gallagher

Mr. Proctor is a partner in the Asset Management Group. He advises private fund managers on structuring, establishing,...  |  Read More

Waxman, Lauren
Lauren Waxman

Willkie Farr & Gallagher

Ms. Waxman is counsel in the Asset Management Department and dedicates her time to the development of Firmwide...  |  Read More

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