Item 5 Fees and Compensation
Aurora is compensated for its investment advisory services based on a percentage of
committed capital or invested capital. Generally, each Fund pays Aurora a management fee based
on committed capital during its investment period (generally, 5 years), and thereafter pays Aurora
a management fee based on invested capital as set forth in the applicable limited partnership
agreement. Where the relevant Fund partnership agreement generally calculate management fees
based on the amount of commitments or the amount of investment contributions, the amount of
management fees generally will not be reduced based on reductions in investment value, except
where specified by the relevant agreement. As a general matter, management fees will be payable
during term extensions unless otherwise agreed with investors.
Aurora negotiates the management fee rate with investors in each Fund at the time such
Fund is established. Aurora is typically entitled to collect management fees from the Funds on a
quarterly basis. As described below, the management fee is reduced or waived in some
circumstances in connection with the receipt by Aurora or its affiliates of various fees paid by
actual or prospective portfolio companies. The management fee and carried interest is otherwise
generally subject to waiver or reduction with respect to some or all of a Fund’s investors by Aurora
in its sole discretion, including in connection with capital commitments made by the relevant
General Partner, its affiliates and certain other advisers and service providers of the Fund, and
certain other persons. Except as otherwise agreed, the General Partners and limited partners who
are affiliates or employees of Aurora will not be subject to carried interest or a management fee.
Management fees are generally payable in advance of the services rendered. If the
Advisory Agreement is terminated (or a Fund is terminated) before the end of the applicable
period, management fees generally will be charged on a pro rata basis through the date of
termination, and any fees paid in advance but not earned will be refunded. To the extent provided
for in the limited partnership agreement of a Fund, certain waived portions of the management fee
are treated as a deemed capital contribution by the relevant General Partner, which is effectively
invested in the relevant Fund on such General Partner’s behalf, and operates to reduce the amount
of capital such General Partner would otherwise be required to contribute to such Fund.
In addition to management fees, some of the General Partners of the Funds receive carried
interest distributions from the Funds, which are based on a share of gains in the assets of such
Fund, as further discussed in Item 6 below. The calculations used to determine the amounts of such
distributions to the General Partners are set forth in the limited partnership agreements of the
Funds. Similar to management fee waivers and reductions, Aurora may waive or reduce carried
interest with respect to certain investors and other persons in its sole discretion.
Principals or other current or former employees of Aurora generally receive salaries and
other compensation derived from, and in certain cases including a portion of, the management fee,
carried interest or other compensation received by Aurora or its affiliates.
The Funds generally bear all fees, costs, expenses, liabilities and obligations relating to
their activities, business, portfolio companies or actual or potential investments, including with
respect to any entity formed to effect the acquisition and/or holding of a portfolio company (to the
extent not borne or reimbursed by a portfolio company or potential portfolio company). Each
Fund’s limited partnership agreement sets forth what categories of fees, costs, expenses, liabilities
and obligations are authorized to be charged to such Fund, which may vary from Fund to Fund. In
general, expenses of the Funds include, but are not limited to all fees, costs, expenses, liabilities
and obligations relating or attributable to: activities with respect to sourcing, structuring,
organizing, acquiring, financing, refinancing, holding, managing, operating, valuing, dissolving,
winding up, liquidating, restructuring, taking public or private, selling or otherwise disposing of,
as applicable, the Funds’ portfolio companies and its actual and potential investments or in seeking
to do any of the foregoing (including any associated legal, financing, commitment, origination,
transaction or other fees and expenses payable to attorneys, accountants, investment bankers,
lenders, third-party diligence software and service providers, consultants and similar professionals
in connection therewith and any fees and expenses related to transactions that may have been
offered to co-investors), whether or not any contemplated transaction or project is consummated
and whether or not such activities are successful (e.g., break-up or topping fees or broken deal
expenses, including those relating to transactions involving co-investors); indebtedness of, or
guarantees made by, the Funds, the Managers, any General Partner or any “exempt partner” on
behalf of the Funds, including interest with respect thereto or of seeking to put in place any such
indebtedness or guarantee; broker, dealer, underwriting, investment banker, finder and similar
services; brokerage, sale, custodial, depositary (including a depositary appointed pursuant to EU
Alternative Fund Managers Directive (“AIFMD”)), Swiss representative and Swiss paying agent
(appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) and its
implementing ordinance), trustee, record keeping, account and similar services; legal, accounting,
research, auditing, administration (including fees and expenses associated with any Fund third-
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