Fees and Compensation
A. As compensation for its services, C2 recieves an annual management fee (the “Management Fee”)
based on a fixed rate or percentage of a Fund’s committed capital or invested capital. The Management Fee is
2% of the capital commitment during the investment period. After the investment period, the Management
Fee will be 2% of the invested capital. The Firm and/or certain of its affiliates will also receive incentive-based
compensation (the “Incentive Allocation”) based on realized gains from investments, subject to agreed-upon
hurdle rates, high water marks and claw-back provisions.
B. The Firm receives the Management Fee directly from a Fund on a quarterly basis. The calculation of
the Management Fee is derived from the most recent valuation of the portfolio, as determined by the
investment manager, general partner or other responsible party. An Incentive Allocation is typically deducted
directly from a Fund’s assets as investments realize gains and not on a pre-determined schedule.
C. The Firm receives from time to time monitoring fees, organization fees, administrative fees or set-up
fees, consulting fees or other similar fees from a Fund, a Fund’s portfolio companies or their respective
affiliates. Unless otherwise disclosed, these fees will generally be offset in their entirety against the Management
Fee paid by the applicable Fund. Each Fund’s Governing Documents provide a more detailed description of
the expenses borne by the Fund.
C2 and the Funds generally bear their own expenses. Expenses are allocated on a case by case basis in
accordance with each Fund’s Governing Documents. Expenses the Funds may incur generally include but are
not limited to all costs and expenses relating to the Fund’s activities (to the extent not reimbursed by a portfolio
company), including:
(i) in sourcing, pursuing, investigating, diligencing, analyzing, developing, negotiating, structuring,
making, acquiring, holding, monitoring and disposing potential or actual investments (including
investments not consummated), including, without limitation, legal, travel and related expenses,
research (including expenses of software used for underwriting and monitoring investments),
insurance, accounting, custodial and safekeeping, consulting and auditing expenses (to the extent
such costs and expenses are not reimbursed by portfolio companies or other third parties);
(ii) out-of-pocket costs and expenses incurred in connection with the management of investments,
including financing, legal, accounting, management and consulting expenses, and record keeping
and other related administrative fees;
(iii) administrative expenses incurred in the ordinary course, including the cost of preparing annual
audit, financial reports, tax returns and tax reports for partners or the Fund (including an allocation
of expenses associated with any software or online data portal used in connection therewith), cash
management expenses, depository expenses and routine legal and accounting expenses, regulatory
and compliance expenses relating to the Fund’s filings with the SEC (including, but not limited to,
fees for legal or regulatory advice or submission costs, such as Forms PF, 13F, 13H, 13G/D, 3, 4
or 5) or other regulatory bodies (including in foreign or local jurisdictions);
(iv) brokerage commissions, registration fees and expenses, custodial expenses, and other investment
costs incurred in connection with investments;
(v) principal, interest on and fees and expenses arising out of borrowings or guarantees, including
subscription line facilities;
(vi) out-of-pocket costs of litigation and indemnification or extraordinary costs and expenses;
(vii) expenses associated with the dissolution, liquidation and termination of the Fund;
(viii) taxes, fees or other governmental charges levied against the Fund and all costs and expenses
incurred in connection with any tax audit, investigation, settlement or review of the Fund;
(ix) expenses of annual meetings of the partners;
(x) private placement fees and expenses (including any deferred amounts and interest thereon) paid
to third-party placement agents relating to the Fund’s formation and obtaining the capital
commitment, but only to the extent Management Fees are subsequently reduced by such
placement agent fees and expenses;
(xi) expenses associated with the preparation of Fund financial statements, tax returns and K-l’s or
similar schedules;
(xii) fees of attorneys, accountants, advisors, fund administrators, service providers, and other
professionals incurred on behalf of the Fund (including, without limitation, legal fees in connection
with any legal opinions required to be delivered on behalf of the Fund or the general partner
pursuant to the Fund’s Governing Documents);
(xiii) insurance premiums incurred in connection with the Fund’s activities (including mortgage bond
insurance and insurance covering the general partner, the general partner’s affiliates and related
entities, the Firm and any other person acting on behalf of the Fund or entities related to the Fund
with respect to the activities of the Fund);
(xiv) expenses arising from defaults by the limited partners in the payment of capital contributions;
(xv) expenses incurred in connection with distributions to partners;
(xvi) expenses in connection with any amendments, modifications, revisions or restatements to the
Fund documents;
...