Item 5 – Fees and Compensation
As more specifically set forth in the limited partnership agreements and related management agreements for
each fund, the limited partners of each fund pay to Blackstreet an annual management fee, payable semi-
annually and called on January 15th and July 15th (i.e., in each case, partially in arrears and partially in
advance) each year. During the capital commitment period of each Blackstreet fund, the annual
management fee is 2% of the limited partners’ aggregate capital commitments. After the expiration of
such commitment period, the management fee percentage is reduced by 0.2% each year during the remaining
term of the fund.
Blackstreet Capital Advisors, LLC, the general partner of Fund I, and Blackstreet Capital Advisors II,
LLC, the general partner of Fund II, are each registered investment advisers and affiliates of Blackstreet,
and are entitled to receive performance fees in the form of a carried interest on the profits of Fund I and
Fund II, respectively. See Item 6 below.
The management fees and carried interest described above are generally non-negotiable as between
Blackstreet and its clients, the Blackstreet funds. However, certain investors in a Blackstreet fund may
negotiate a reduction of such management fees prior to or concurrently with becoming an investor in the
fund.
Management fees are generally paid pursuant to capital calls made semi-annually on the limited partners
of each Blackstreet fund. However, if and to the extent a Blackstreet fund has cash on hand as a result of
dividends or interest income received from portfolio investments or proceeds from the disposition of a
portfolio investment, Blackstreet and the general partner of such Blackstreet fund generally have the
discretion to pay management fees to Blackstreet from such cash on hand.
If the general partner of a Blackstreet fund is then entitled to carried interest payments, those payments
are made from time to time when cash or other distributions are otherwise made to the partners of the
Blackstreet fund.
In addition to the management fee described above, Blackstreet earns compensation for services provided
to portfolio/operating companies as disclosed directly to investors.
Each Blackstreet fund bears all of the organizational and offering expenses (including legal, travel,
accounting, filing and other expenses) incurred in connection with the formation of the fund, its general
partner and any other necessary related entities, up to a specified maximum amount set forth in the related
limited partnership agreement for such fund. Each Blackstreet fund will reimburse Blackstreet for such
expenses to the extent that any such expenses are borne by Blackstreet directly on behalf of the fund.
Fund I is also responsible for all other expenses attributable to its activities, whether incurred directly by
the fund or by its general partner or Blackstreet on its behalf, including but not limited to:
• costs and expenses attributable to acquiring, holding and disposing of Fund I’s investments
(including interest on money borrowed by Fund I or its general partner or Blackstreet on its
behalf, registration expenses and brokerage, finders, custodial and other fees;
• third party accounting, auditing, consulting, escrow, custodial, reasonable legal and other fees and
expenses (including expenses associated with the preparation of Fund I’s financial statements, tax
returns and schedule K-1s);
• Fund I’s allocable share of expenses of its Limited Partner Advisory Board incurred in
accordance with returning any distribution that was wrongfully made to it;
• obligations and liabilities of Fund I (including the cost of any insurance, obligations to
indemnify or advance expenses to any indemnitee with respect to a loss pursuant to the
partnership agreement, and any reasonable litigation and indemnification costs and expenses,
judgments and settlements;
• any taxes, fees and other governmental charges levied against Fund I,
• reasonable accounting, auditing, consulting, legal and other third party fees and expenses
(including financing commitment fees, real estate title and appraisal fees, application and licensing
fees and printing costs) incurred by or on its behalf, its general partner or Blackstreet relating to
investment and disposition opportunities for Fund I, whether or not consummated;
• travel, lodging, meals and other similar out-of-pocket expenses of its general partner,
Blackstreet and their respective affiliates incurred in connection with an investment or
disposition opportunity for Fund I that is not consummated;
• expenses of periodic meetings of its limited partners; and
• the fees and expenses of any independent appraisers retained pursuant to the hiring of an a
nationally recognized investment banking firm, mutually acceptable to its general partner and a
majority of the members of the Limited Partner Advisory Board to review the final valuation of
any securities, and such expert’s determination shall be binding on all parties but excluding (A)
Organizational Expenses (as defined in Fund I’s partnership agreement), (B) Ordinary Operating
Expenses(as defined in Fund I’s partnership agreement), and (C) expenses that are included in
any Investment Contribution or Bridge Financing Contribution (as such terms are defined in Fund
I’s partnership agreement).
Additionally, Fund II is responsible for all other expenses attributable to its activities, whether incurred
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