Item 5 – Fees and Compensation
Management Fees Payable to Artivest GPs by Access Funds:
With respect to each Access Fund that relates to a private equity Master Fund, the Access Fund
generally pays the applicable Artivest GP (or Artivest) an annual management fee, calculated and
charged quarterly in arrears, typically expected to equal between 0.25% and 1.25% of (i) the
aggregate capital commitments of the Access Fund during its commitment period, and (ii) the
declining balance of invested capital of the Access Fund following the expiration of its commitment
period.
With respect to each Access Fund that relates to a hedge fund Master Fund, the Access Fund
generally pays the applicable Artivest GP an annual management fee, calculated and charged
quarterly in arrears, typically expected to equal between 0.25% and 1.25% of the aggregate capital
account balances of the Access Fund, prorated for lesser periods.
Generally and notwithstanding the foregoing, any Artivest GP (or Artivest) may in its discretion
waive or otherwise reduce any management fee payable in respect of any period by any Investor in
an Access Fund.
As described below, any management fees payable by an Access Fund to an Artivest GP are in
addition to the management fees, carried interest, and other fees and expenses payable by the
Access Fund in respect of the applicable Master Fund. Prospective Investors should carefully
review the Constituent Documents of the applicable Access Fund and the applicable Master Fund
for more information regarding the amount, calculation, and payability of such fees.
Management Fees Indirectly Payable to Master Fund Managers by Access Funds:
In addition to the management fees payable by each Access Fund to the applicable Artivest GP,
each Access Fund that relates to a private equity Master Fund generally also bears its ratable share
(based on the relative capital commitments of investors in the Master Fund) of the management
fees paid by the Master Fund to the applicable Master Fund Manager, which generally represent
an annual management fee, calculated and charged quarterly in advance, typically expected to equal
between 1.0% and 2.0% of (i) its aggregate capital commitment to the Master Fund during its
commitment period, and (ii) its ratable share of the declining balance of invested capital of the
Master Fund following the expiration of its commitment period.
Each Access Fund that relates to a hedge fund Master Fund generally also bears its ratable share
(based on the relative capital account balances of investors in the Master Fund) of the management
fees paid by the Master Fund to the applicable Master Fund Manager, which generally represent
an annual management fee, calculated and charged quarterly in advance, typically expected to equal
between 1.0% and 2.0% of the aggregate capital account balances of the Master Fund, prorated for
lesser periods.
Each Investor in an Access Fund generally bears its ratable share of the foregoing management
fees indirectly in its capacity as a limited partner in the Access Fund, which in turn acts as a limited
partner in the applicable Master Fund. Prospective Investors should carefully review the
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Constituent Documents of the applicable Master Fund for more information regarding the amount,
calculation, and payability of such fees.
Fund Expenses Payable by Access Funds:
In addition to the management fees payable to the Artivest GP and the applicable Master Fund
Manager, each Access Fund generally bears, directly or indirectly (i) all of the fees and expenses
associated with its organization, management, operation, and investment activities, and (ii) its
ratable share of all of the fees and expenses associated with the organization, management,
operation, and investment activities of the applicable Master Fund.
By way of illustration only, such fees and expenses may include, but not be limited to, the following
fees and expenses incurred in respect of each Access Fund and the applicable Master Fund, as
applicable:
□ Organizational expenses (potentially subject to a cap) which generally include, but are not
limited to, legal expenses, travel and accommodation expenses, and capital-raising and
other expenses incurred in connection with the formation of the Access Fund and the
Artivest GP and the offering and sale of limited partnership interests (or shares, as the
case may be) in the Access Fund, potentially including fees paid to Artivest Brokerage
for the Brokerage Services (for additional information on the Brokerage Services, see
Item 14 below) or third-party broker-dealers;
□ Investment-related expenses, including but not limited to expenses incurred in holding,
developing, operating, managing, monitoring, and disposing of portfolio investments
and third-party and other expenses in connection with potential investments that are not
consummated;
□ Transaction fees, directors’ fees, break-up fees, commitment fees, underwriting fees,
amendment fees, waiver fees, monitoring fees, consulting fees, advisory fees, closing fees,
and other similar fees that may be payable by the Master Fund to the applicable Master Fund
Manager and which may not offset or otherwise reduce management fees payable thereto;
□ Expenses related to exploring and/or executing a possible portfolio liquidity event or related
restructuring, including, without limitation, investment banking, advisory, and consulting fees
and expenses;
□ Expenses incurred in connection with the carrying or management of portfolio investments,
including, without limitation, custodial, trustee, accounting, valuation, record keeping, and
other administration fees, as well as portfolio accounting system licenses and fees, including
fees paid to Artivest Solutions for the Platform Services;
□ Investment-related expenses incurred in connection with any market data and third-party
research services;
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