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notes tothe

financial statements

102

STARHILL global reit ANNUAL REPORT FY 2016/17

The Value of Trust Property means:

(i)

the value of all authorised investments of the Group other than real estate related assets;

(ii)

the value of real estate related assets of any entity held by the Group if such holding is less than 30.0% of the

equity of such entity; and

(iii)

where the Group invests in 30.0% or more of a real estate related asset of any entity, including any class of

equity, equity-linked securities and/or securities issued in real estate securitisation, the Group’s proportionate

interest in the value of the underlying real estate of the entity issuing the equity which comprises the real

estate related asset.

The Manager may opt to receive the Base Fee in respect of its properties in cash or units or a combination of cash

and units (as it may determine).

The portion of the Base Fee payable in cash shall be payable monthly in arrears and the portion of the Base Fee

payable in the form of units shall be payable quarterly in arrears. If a trigger event occurs, resulting in the Manager

being removed, the Manager is entitled to be paid the Base Fee up to the day on which the trigger event occurs.

Performance fee

The Manager is entitled to a performance fee (“Performance Fee”) where the accumulated return (comprising

capital gains and accumulated distributions and assuming all distributions are re-invested in the Trust) of the units

(expressed as the “Trust Index”) in any financial year exceeds the accumulated return (comprising capital gains and

accumulated distributions and assuming re-investment of all distributions) of a benchmark index.

The Performance Fee is calculated in two tiers as follows:

·

a Tier 1 Performance Fee equal to 5.0% of the amount by which the accumulated return of the Trust Index exceeds

the accumulated return of the benchmark index, multiplied by the equity market capitalisation of the Trust; and

·

a Tier 2 Performance Fee which is applicable only where the accumulated return of the Trust Index is in excess

of 2.0% per annum above the accumulated return of the benchmark index. This tier of the fee is calculated at

15.0% of the amount by which the accumulated return of the Trust Index is in excess of 2.0% per annum above

the accumulated return of the benchmark index, multiplied by the equity market capitalisation of the Trust.

For the purposes of the Tier 1 Performance Fee and the Tier 2 Performance Fee, the amount by which the

accumulated return of the Trust Index exceeds the accumulated return of the benchmark index shall be referred to

as outperformance.

The outperformance of the Trust Index is assessed on a cumulative basis and any prior underperformance will need

to be recovered before the Manager is entitled to any Performance Fee.

The Performance Fee, whether payable in any combination of cash and units or solely in cash or units will be

payable annually in arrears. If a trigger event occurs in any financial year, resulting in the Manager being removed,

the Manager is entitled to payment of any Performance Fee (whether structured in cash or in the form of units) to

which it might otherwise have been entitled for that financial year in cash, which shall be calculated, as if the end

of the financial year was the date of occurrence of the trigger event, in accordance with Clause 15.1.4 of the Trust

Deed. If a trigger event occurs at a time when any accrued Performance Fee has not been paid, resulting in the

Manager being removed, the Manager is entitled to payment of such accrued Performance Fee in cash.

The management fees (Base Fee and Performance Fee, including any accrued Performance Fee which has been

carried forward from previous financial years but excluding any acquisition fee or divestment fee) to be paid to the

Manager in respect of a financial year, whether in cash or in units or a combination of cash and units, is capped

at an amount equivalent to 0.8% per annum of the Value of the Trust Property as at the end of the financial year

(referred to as the “annual fee cap”).

If the amount of such fees for a financial year exceeds the annual fee cap, the Base Fee of the financial year shall

be paid to the Manager and only that portion of the Performance Fee equal to the balance of an amount up to the

annual fee cap will be paid to the Manager. The remaining portion of the Performance Fee, which will not be paid, shall

be accrued and carried forward for payment to the Manager in future financial years. If, at the end of a financial year,

there is any accrued Performance Fee which has been accrued for a period of at least three years prior to the end of

that financial year, such accrued Performance Fee shall be paid to the Manager if the accumulated return of the Trust

Index in that three-year period exceeds the accumulated return of the benchmark index over the same period. The

payment of such accrued Performance Fee shall not be subject to the annual fee cap.