Item 5: Fees and Compensation
FEE SCHEDULES
Certain of our affiliates generally are entitled to receive management fees or carried interest distributions with respect
to the Funds. While fees are described in detail in the applicable offering or governing documents, a summary of the
basic fee schedule applicable to the Funds is set forth below. No Funds are currently in a commitment period or are
expected to be in a commitment period going forward. Therefore, all management fees currently charged are in
accordance with the step-down calculation below.
For each Fund, an affiliated management company generally receives an annual management fee equal to:
(i) during the commitment period, 2.0% of the aggregate commitments to the Fund; and
(ii) after the commitment period (or, if earlier, the first date on which a competing fund pays a management fee
to one of our affiliates), 1.5% of (a) all funded commitments attributable to investments in portfolio
companies, minus (b) funded commitments attributable to any investments in portfolio companies that have
been realized or permanently written down or off.
The management fees are payable in quarterly or semi-annual installments in advance. One Fund is no longer paying
management fees because its funded commitments have been reduced to zero in accordance with the formula set forth
in paragraph (ii) above.
In addition, net proceeds attributable to the disposition of any portfolio company investment, together with any
dividends or interest income (other than interest income from temporary investments) received with respect to any
such investment, will be distributed to investors who have contributed capital for such investment, in the following
order of priority (subject to the terms and conditions set forth in the applicable governing documents):
(i) First, 100% to all such investors in proportion to their contributed capital for that investment until the
cumulative amount distributed to such investors equals the aggregate of: (a) such investors’ contributed
capital attributable to all realized investments and unrealized investments that are written down, (b) such
investors’ contributed capital attributable to all expenses and net management fees that are allocated by
formula to such realized investments and applicable unrealized investments, and (c) a preferred return on the
amounts described in (a) and (b) above at a rate of 8% per annum, compounded annually.
(ii) Second, 100% to one of our affiliates until such time as the affiliate has received, as its carried interest, 20%
of the sum of all distributions made pursuant to this item (ii) and clause (i)(c) above.
(iii) Thereafter, 80% to all such investors in proportion to their contributed capital for such investment and 20%
to our affiliate as a carried interest.
Upon termination of a Fund, our affiliate will be required to restore funds to such Fund to the extent that our affiliate
has received cumulative unreturned distributions in excess of amounts otherwise distributable to it pursuant to the
distribution regime set forth above, applied on an aggregate basis covering all transactions of that Fund. The general
partner of a Fund may require each investor to return amounts distributed to them for the purpose of meeting such
investor’s pro rata share of Fund liabilities, obligations or expenses.
Management fees or carried interest distributions with respect to the Funds and each investor generally are not
negotiable, except that (a) our employees generally are not subject to management fees or carried interests and (b) key
portfolio executives are not subject to carried interests.
PAYMENT OF FEES AND CARRIED INTEREST
Management fees are payable in quarterly or semi-annual installments in advance. The general partner of each Fund
has the discretion to pay management fees from capital contributions drawn for such purpose, proceeds received in
respect of any investments, or any other funds or other assets determined by the general partner to be available.
Management fees payable with respect to any period will be reduced by the net allocable income from certain fees
(generally described below) that may be received during the preceding period by us or any of our affiliates from
portfolio companies or prospective portfolio companies.
Carried interest distributions are calculated and paid from time to time upon the disposition of portfolio investments
by each Fund.
OTHER FEES AND EXPENSES
In addition to management fees, we or an affiliate may also earn monitoring, oversight, or advisory fees from portfolio
companies, as well as commitment, break-up, “topping”, closing, or other fees in connection with the portfolio
company investments. Multiple fees may be paid with respect to any given portfolio company or transaction.
Management fees are generally reduced by a specified percentage of such special income after deduction of
unreimbursed transaction related expenses as provided in a Fund’s governing documents.
Each Fund pays all costs and expenses relating to its activities, administration, data processing, bookkeeping, record-
keeping, reporting, or compliance, including legal, auditing, consulting, and accounting expenses (including expenses
associated with the preparation and distribution of reports to the investors, Fund financial statements, tax returns, and
Schedules K-1); expenses of the advisory committees; expenses related to annual meetings of the partners; premiums
for any insurance obtained on behalf of a Fund or its indemnified persons; expenses associated with the acquisition,
holding, or disposition of its proposed or actual investments; research expenses; all third-party expenses in connection
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