Realterm Transportation, LLC (the “Adviser” and together with its affiliated entities “Realterm”)
is a private equity real estate investment firm that is focused on the transportation industry. The
firm began in Montreal in 1991 when Ken Code and John Cammett, along with two other partners,
undertook the buyout of the Adviser’s predecessor entity, Cygnus Development. Realterm
acquires, develops, finances, manages and lends against differentiated real estate and infrastructure
investments serving global land, air, sea and rail networks. Realterm manages globally diversified
real asset strategies that invest in differentiated assets providing the high flow through (“HFT”)
operational characteristics in high demand by local, national and global supply chain users. The
Adviser is indirectly owned 61.2% by Realterm Holdings, LLC (“Realterm Holdings”), 30.6%
owned by RF Investco, LLC and 8.2% by four members of the senior management team of the
Adviser. The Adviser provides investment advisory services to commingled investment vehicles
and other programs, such as limited partnerships, limited liability companies, joint ventures and
other investment vehicles (each an “Investment Fund” or “Fund,” and collectively, together with
any future investment vehicles to which the Adviser and/or its affiliates provide investment
advisory services, the “Investment Funds” or “Funds”).
The Adviser currently manages five transportation-focused private equity fund series: Realterm
Airport Logistics Properties (“RALP”), a non-discretionary open-end, core-plus fund investing
into North American airport infrastructure; Realterm Logistics Income Fund (“RLIF”), an open-
end, core-plus fund, and the Realterm Logistics Fund (“RLF”) Series, a closed-end, value-added
fund series, both of which invest into U.S. industrial and logistics real estate with HFT operational
characteristics; Realterm Europe Logistics Income Fund (“RELIF,” and collectively with RALP
and RLIF, the “Open-End Funds”), an open-end, core-plus fund, and Realterm Europe Logistics
Fund (“RELF,” and together with RLF, the “Closed-End Funds”), a closed-end, value-added fund
series, both of which invest into industrial and logistics real estate with HFT operational
characteristics throughout Europe and the UK.
The following general partners or similar entities are affiliated with the Adviser:
• Realterm Europe GP, S.à r.l.
• RELF II GP, S.à r.l..
• RELIF GP S.à r.l.
• Realterm GP II, LLC
• Realterm GP III, LLC
• Realterm GP IV, LLC
• RLIF GP, LLC
• RAL GP, LLC
(each a “General Partner,” and collectively, together with any future affiliated general partner,
manager or similar entities, the “General Partners,”).
Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with the Adviser.
The Adviser generally provides investment advisory or management services to each Investment
Fund in accordance with a limited partnership agreement (or analogous organization document),
investment management or advisory agreement, portfolio management agreement, asset
management agreement, sub-advisory agreement or a similar type of agreement (each, an
“Advisory Agreement” and together with any relevant Memorandum, the “Governing
Documents”). Generally, Realterm’s investor base for the Investment Funds includes a range of
institutional investors (generally referred to herein as “investors,” “limited partners” or “partners”),
including but not limited to public and corporate pension plans, insurance companies, sovereign
wealth funds, endowments and foundations, and funds of funds. Many of these investors have their
own independent consultants or advisers to assist them in their investment choices. Investors in
Realterm’s Investment Funds are generally required to be “accredited investors” within the
meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and
“qualified purchasers” as defined under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). For Realterm’s Investment Funds, investment advice is provided
directly to the Investment Funds, subject to the discretion and control of the Investment Funds’
General Partners, and not to investors in Investment Funds based upon their individual needs.
Investment restrictions of the Investment Funds, if any, are generally established in the Governing
Documents of the applicable Investment Fund and/or side letter agreements negotiated with
investors in the applicable Investment Fund.
Additionally, from time to time and as permitted by the applicable Governing Documents, the
Adviser expects to provide (or agree to provide) investment or co-investment opportunities
(including the opportunity to participate in co-investment vehicles) to certain current or
prospective investors. Such co-investments typically involve investment and disposal of interests
in the applicable portfolio investment at the same time and the same terms as the Investment Fund
making the investment. However, from time to time, for strategic and other reasons and, to the
extent required by the applicable Governing Documents, subject to approval from the applicable
advisory committee(s), a co-investor or co-investment vehicle (including a co-investing Fund) is
permitted to purchase a portion of an investment from one or more Investment Funds after such
Investment Funds have consummated their investment in the portfolio investment (also known as
a post-closing sell-down or transfer), which generally would have been funded through Fund
investor capital contributions and/or use of an Investment Fund credit facility. Any such purchase
from an Investment Fund by a co-investor or co-investment vehicle generally is expected to occur
shortly after the Fund’s completion of the investment, but in certain instances could be well after
the Fund’s initial purchase. Where applicable, the Adviser reserves the right in its sole discretion
to charge interest on the purchase to the co-investor or co-investment vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Investment Fund for related costs. However, to the extent such amounts are not so charged
or reimbursed, they generally would be borne by the relevant Investment Fund.
Other Services
Realterm provides some or all the services (including property management, leasing, construction,
development, operational
and other similar services with respect to the Funds’ investments) that
would otherwise be performed for the Funds or its investments by third parties on terms as
memorialized in the applicable Governing Documents. In such events, such Persons will earn fees
(“RE Fees”) or otherwise be reimbursed for performing such services, and no such RE Fees will
offset or otherwise reduce any Management Fees (as defined herein). Nevertheless, Realterm is
likely to have a conflict of interest in determining the costs of such services that will be charged
to the Fund. As to any services provided by Realterm or its affiliates to the Fund(s) or its actual or
prospective portfolio projects, neither Realterm nor the Fund(s) can guarantee that these services
will be performed in a manner that provides the Fund(s) with services in the same manner, quality,
and cost as that provided by an independent third party.
Realterm also expects to provide additional services to the Funds and their investments and receive
certain supplemental fees and other amounts in connection therewith (collectively with the RE
Fees, “Supplemental Fees”):
Property Management Fees—Realterm is permitted to provide on-site day-to-day property
management services to its Funds, which represents a series of daily performance obligations
delivered and consumed by the portfolios over time. The transaction price is generally in the form
of a fee (“Property Management Fee”) based on a fixed percentage of gross revenues collected or
earned by the managed real estate properties.
Leasing Fees—Realterm is permitted to provide landlord leasing services to its Funds, which
includes developing leasing plans, marketing of underlying properties, and negotiating leases with
potential tenants. Realterm’s performance obligation is to facilitate the execution of a lease
agreement, which is satisfied at a point in time, upon lease execution. The transaction price is
generally in the form of a fee (“Leasing Fee”) based on a fixed percentage of the aggregate rent
that is due from a property tenant.
Construction Management Fees—Realterm provides construction management services to its
Funds, which includes project scoping, general contractor sourcing, and project oversight.
Typically, Realterm’s performance obligation is to arrange for the completion of various
construction projects on behalf of the Funds. The transaction price is generally in the form of a fee
(“Construction Management Fee”) based on a fixed percentage of total estimated construction
costs.
Development Service Fees—Realterm provides development management services to its Funds,
which includes feasibility assessment, design, and development oversight. Typically, Realterm’s
performance obligation is to arrange for the completion of various development projects on behalf
of the Funds. The transaction price is generally in the form of a fee (“Development Service Fee”)
based on a fixed percentage of total estimated project costs.
Transactional Fees— Realterm, from time to time, expects to receive certain fees (“Transactional
Fees”) in connection with the acquisition or disposition of a portfolio investment or potential
portfolio investment, including, without limitation, origination fees, commitment fees, acquisition
fees, disposition fees, financing fees, breakup fees, or similar consideration (whether payable in
cash or in kind).
Reimbursements—Realterm is reimbursed for certain administrative and payroll costs directly
attributable to the properties or Funds under management.
Other Revenues—Per each Fund’s Governing Documents, other revenues are comprised of
maintenance services and other miscellaneous income.
To the extent provided in a Fund’s Governing Documents, a certain percentage of all Transactional
Fees received by Realterm and attributable to the Fund’s investment in a portfolio investment will
be credited against Management Fees. To the extent provided in the relevant Fund’s Governing
Documents, if such an offset credit would reduce the Management Fee for the relevant period
below zero, the excess credit will be carried forward for future application against payable
Management Fees and if a credit remains upon liquidation, a payment will be made crediting
limited partners unless a limited partner has elected to waive such amount (e.g., where an adverse
tax consequence potentially will result). All other Supplemental Fees will be retained by Realterm
and will not offset or otherwise reduce any Management Fees.
As a matter of practice, the Adviser is typically paid fees of the type referred to in the preceding
paragraph from, on behalf of or with respect to co-investors in an investment, as well as other fees
relating to the structuring and administration of co-investment arrangements. The receipt of such
fees will not reduce the Management Fee payable by any Fund(s) that have also invested in such
investment, and, as a result, a Fund will, in most cases, only benefit with respect to its relevant
allocable portion on a fully diluted basis of any such fee and not the portion of any fee related to
General Partner or affiliated partner commitments or that relates to such co-investors or potential
co-investors (which could include co-investment vehicles managed by the Adviser, third parties,
portfolio investment management or employees and/or others), which have the potential to be
significant. Transactional Fee offsets generally are performed on a net basis, after giving effect to
certain taxes and other expenses in connection with the receipt of such fees or the provision of
related services, and to the extent Transactional Fees are paid in kind (including through securities,
option grants or other interests), Realterm is permitted to calculate the amount of offset based on
the then-current value of the in-kind payment, rather than the ultimate value of the interests as of
a future date. Unless otherwise agreed with investors, Supplemental Fees generally will be payable
during term extensions, even if Management Fees are reduced or eliminated during the extended
term. Transactional Fees will be offset only to the extent they are paid during the holding period
of the relevant Fund, and investors generally will not receive the benefit of Transactional Fees paid
prior to the Fund’s acquisition of the relevant investment. As of December 31, 2023, the Adviser
and its affiliates managed on a discretionary and non-discretionary basis approximately
$9,209,242,000 in client assets consisting of real estate, private credit, and infrastructure assets
held for investment purposes.