Item 5 – Fees and Compensation
Fees
Investors in the Funds generally bear a fee (the “General Partner Distribution”) paid
quarterly in advance on committed capital or invested capital to the General Partner of the
Funds, at a rate of 2.0% per annum, depending on the investors’ agreements with such Fund
and the time such fee is accrued.
Fund III is no longer receiving a General Partner Distribution.
Under each Fund’s limited partnership agreement, generally the General Partner
Distributions are offset by 100% of such Fund’s share of any other fees, such as portfolio
company fees and directors, consulting, monitoring, break-up and other similar fees, paid to
Beringer or its affiliates by, or attributable to, such Fund (“Portfolio Company Fees”). As
described in each Fund’s limited partnership agreement, the aggregate General Partner
Distributions paid by a Fund or its limited partners is reduced by an amount equal to the
applicable percentage of such Fund’s share of all Portfolio Company Fees. To the extent that
the application of the Portfolio Company Fees would reduce the General Partner
Distributions for a given quarterly period below zero, such amounts will be carried forward
and reduce future installments of the General Partner Distribution or be distributed at the
end of the relevant Fund’s life.
Beringer is permitted to exempt certain investors in the Funds from payment of all or a
portion of the General Partner Distributions and/or carried interest. Exempt investors
typically include, but are not limited to, particular investors with a certain investment
threshold, Beringer’ affiliates, the Principals, current or former employees of Beringer, and
current or former members of management of any current or former portfolio company of
any Fund, as well as family members of the foregoing individuals, employee benefit plans,
family investment, estate planning or charitable vehicles formed for the benefit of any of the
foregoing individuals, or entities owned by any one or more of the foregoing. Such exemption
from the General Partner Distributions and/or carried interest may be made by a direct
exemption, rebate or otherwise. Additionally, to the extent permitted by the relevant limited
partnership agreement, Beringer permits investors, affiliated with Beringer or otherwise, to
invest through the General Partner or other vehicles that do not bear General Partner
Distributions or carried interest.
Certain of the Funds’ investments may generate the opportunity for certain persons or
entities to co-invest in such investments alongside the Funds. Beringer may make these
opportunities available to certain investors in its Funds, however, it may also choose to offer
some or all of any available co-investment opportunity to persons it considers to be strategic
investors, third-party sponsors, consultants, advisors, lenders, members of a Fund’s
Advisory Committee, or others.
The Funds may provide interim financing (whether in the form of debt or equity) in
connection with an investment in a portfolio company in order to facilitate or enhance the
value of an investment by the Fund (collectively, “Bridge Financing”). Any interest earned
or dividends paid to a Fund with respect to a bridge financing prior to such a sell-down or
redemption generally will be distributed to the partners of such Fund.
The Funds generally invest on a long-term basis. Accordingly, fees are expected to be paid,
except as otherwise described in the Funds’ limited partnership agreements, over the term
of the Funds, and investors generally are not permitted to withdraw or redeem interests in
the Funds.
Expenses
The Funds will reimburse each General Partner for Offering and Organizational Expenses in
accordance with Funds’ offering documents. The Funds will pay all costs and expenses
related to its activities including legal, auditing, accounting, consulting, administration,
appraisal, brokerage, service provider, custodian, accounting fees and expenses (including
expenses associated with the preparation of the Fund’s financial statements and tax returns,
including Forms T5013 pursuant to the Income Tax Act (Canada) and other tax related
documentation) and other similar costs and expenses and the costs and expenses of any
information technology outsourcing; fees and expenses of any administrator of the Funds;
expenses and costs associated with communications and meetings with the investors (but
excluding costs incurred by particular investors), including costs and expenses associated
with preparing reports and notices for investors, courier fees, conference call expenses and
costs and expenses associated with any votes or consents of investors; expenses of the
Advisory Committee, including costs and expenses associated with meetings of the Advisory
Committee; all expenses, costs and liabilities incurred in connection with the identification,
origination, evaluation, structuring, negotiation, acquisition, making, holding, monitoring,
development, ownership, operation, management, financing, refinancing, protecting, sale,
proposed sale, other disposition or valuation of portfolio company investments, Bridge
Financings and temporary investments or portfolio company investments, Bridge
Financings and temporary investments considered for the Funds, including legal, accounting,
audit, investment banking, engineering, marketing, consulting, appraisal, travel,
accommodations, business development, hedging and other expenses, the costs of any
software or data providers used to evaluate investments, out-of-pocket expenses incurred
as a result of a proposed transaction or investment by the Funds that is not consummated,
to the extent not reimbursed by a third party, including expenses and costs that would have
been allocable to co-investors had such proposed transaction or investment been
consummated, if the amount allocable to such co-investors is not paid by such parties; all
...