I'll take your three questions in order, because I've been the LP in two of these and learned some of it the expensive way.
Fees. 2 and 20 with an 8 pref is on the expensive end for a $40M first-time fund, and the structure matters more than the headline. Ask three things. Is the 2 percent charged on committed capital or on invested capital, because on committed you pay full freight in year one when he's bought nothing. Is the pref cumulative and does it compound. And is the promote calculated deal by deal or on the whole fund, because deal-by-deal means he can collect promote on the two winners while the fund overall is flat. Also ask what other fees exist. Acquisition fees of 1 to 2 percent, asset management fees, refi fees, and a property management fee to an affiliate are all common, and stacked up they can pull two or three points a year off your return before anything goes wrong. Get the full fee schedule in one list from the offering documents.
Why the expenses are low, @cairn covered it well. I'd add capital expenditure. Apartments eat capex forever. A park's big capex is the infrastructure, water lines, sewer, roads, electrical pedestals, and it's lumpy rather than constant. Which leads to your third question.
Failure modes I've watched. First, infrastructure. A park with a private water system, aging clay sewer lines, or master-metered electric can absorb a million dollars in one bad year, and on a $3M park that's the deal. Ask what percent of the fund is reserved for capex and what his engineering diligence looks like. Second, the rent push. The value-add thesis in this sector is usually moving $340 lot rent toward market. That's real, occupancy holds up because people can't afford to move, but it draws local attention, and rent stabilization ordinances aimed at manufactured housing exist in some places and are actively debated in more. Rules vary a lot by state and city. A fund that underwrote a 40 percent rent increase in a jurisdiction that caps it has no plan. Third, competition on the buy. He is bidding against groups with permanent capital who accept lower returns, so a first-time $40M fund can spend two years unable to buy anything at its target price, which means fees running against no assets. Fourth, debt. If he uses bridge loans with short terms and the refinance window doesn't open, the equity gets squeezed regardless of how the parks operate.
One more. This is a securities offering, so read the private placement memorandum yourself, all of it, and have a securities attorney look at the LP agreement before you wire. That's not me being cautious, it's that the sections on GP removal, capital calls, and how new investors can be admitted ahead of you are where the money actually lives.