CBRE

Both the Class B Interest (20% promote) and the Class C Interest (3% profits interest) are issued to an Affiliate of the Advisor (CBRE Advisors LLC) in exchange for services, creating a material related-party conflict: the Advisor's affiliate participates in the economics of the Partnership and controls the promote structure.

“The General Partner will issue the Class B Interest to an Affiliate of the Advisor in exchange for services performed or to be performed for the Partnership and its Subsidiaries, and admit such Person as a Limited Partner.”

The General Partner is expressly permitted to cause Partnership assets to be distributed to and held directly by the General Partner (Section 7.05.A), and is authorized to enter into conflict avoidance arrangements with various Affiliates of the Advisor, Partnership and General Partner at its own discretion (Section 7.06.C).

“The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a right of first opportunity arrangement and other conflict avoidance agreements with various Affiliates of the Advisor, the Partnership and General Partner on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.”

In the event of conflict between the interests of the General Partner's stockholders and the Limited Partners, the Agreement expressly resolves such conflicts in favor of the General Partner's stockholders.

“for so long as the General Partner owns a controlling interest in the Partnership, any such conflict that cannot be resolved in a manner not adverse to either the stockholders of the General Partner or the Limited Partners shall be resolved in favor of the stockholders.”