Item 5 – Fees and Compensation
As compensation for its advisory services provided to the Funds, CBA receives a management fee
based on the assets under management, payable quarterly in arrears, as set forth in the offering
documents of each Fund. The management fee is generally not negotiable, although CBA retains the
discretion to waive fees for one or more investors, in whole or in part. CBA does not collect a
management fee from its affiliated and employee investors.
Pursuant to separate sub-advisory agreements among the Funds, CBA and each Sub-Adviser, each Sub-
Adviser receives a sub-advisory fee based on each Fund’s assets managed by such Sub-Adviser. The Sub-
Advisers’ fees are paid by CBA out of the Management Fee it receives from the Funds. The Management
Fee paid to CBA will be paid out of the Funds’ assets.
All Investment Related Fees, in connection with the Funds’ allocable portion of an investment, will
be retained by the Funds. Investment Related Fees means all transaction fees, syndication fees,
director fees, break-up fees, monitoring fees, commitment fees, termination fees, closing fees,
origination fees, amendment fees, waiver or consent fees and other similar fees in connection with
the consummation, holding or disposition of an investment or the termination of a proposed but
unconsummated investment (net of any expenses incurred by the Investment Adviser or its
affiliates); provided, however, that Investment Related Fees will not include any administration, loan
servicing or agency fees or reimbursement of costs or expenses in connection with such activities.
In connection with the consummation, holding or disposition of an investment, the Investment
Manager, or its affiliates, may receive certain administration, loan servicing or agency fees or
reimbursement of costs related to such fees. All such fees will be retained by the Investment
Manager, or its affiliates, as applicable. After allocating investments to the Funds, there may be
instances where there is additional capacity in a loan. In these instances, CBA or an affiliate may
syndicate the additional capacity to co-investments and may earn a syndication fee on that portion
of the loan. These syndication fees are compensation earned by CBA or an affiliate, that are not
allocated to the Funds.
Expenses
In addition to the management fee, an investor in the Funds bears its allocable share of expenses
associated with the operations of the Funds.
The Funds will collectively bear up to the aggregate expense cap detailed in the Fund Offering
Documents legal and other expenses incurred by the Manager, the Adviser and their respective
affiliates in connection with (i) the organization of the Funds, any parallel funds, any feeder funds
and related entities, and (ii) the offering of interests therein (“Organizational Expenses”).
Organizational Expenses in excess of the cap may be paid by the Funds, as applicable but be borne
by the Adviser and its affiliates through reimbursement by the Adviser.
The Funds will also be responsible for the payment (or reimbursement of the Manager and/or the
Adviser) of all costs, expenses and liabilities relating to its operations, including, but not limited to:
(i) Management Fees; (ii) expenses related to, or incurred in connection with, any investment (or
proposed investment which is not consummated including any broken deal expenses) including,
without limitation, the fees and expenses of outside counsel, accountants, consultants, experts and
other third party service providers (including, without limitation, third party valuation, pricing
services, monitoring), third party research expenses (including market data, research analytics,
newswire fees), rating expenses, origination fees, loan servicing, loan administration, due diligence
expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges,
brokerage fees, custodial fees, monitoring fees, stamp and transfer taxes, hedging costs and travel
expenses; (iii) expenses associated with the operation and administration of the Funds including,
without limitation, outside counsel, third party valuation, accounting (including, without limitation,
shadow accountants), audit, tax planning and tax return preparation and other out-of-pocket
expenses and the fees and expenses of any third party fund administrator and the Independent
Advisor; (iv) expenses associated with reporting and providing information to Unitholders; (v)
expenses associated with Unitholder meetings; (vi) compliance expenses relating to the operation
of the Fund or its investments including, without limitation, expenses relating to regulatory filings (or
portions thereof) that the Adviser, the Manager or their respective affiliates are required to make in
connection therewith (including, if applicable, Form PF expenses,; (vii) commitment fees, principal
payments, interest amounts and other fees and amounts payable in connection with subscription
and other credit facilities or borrowings, including, without limitation, investment banking and
finders’ fees in connection therewith; (viii) insurance costs (including, without limitation, directors
and officers, errors and omissions, fidelity, general liability and workers compensation insurance
costs); (ix) indemnification amounts payable to persons entitled to indemnification under the LLC
Agreement; (x) all taxes imposed on the Fund, as determined by the Manager (it being understood
that the Fund shall be responsible for its own taxes); (xi) costs and expenses associated with any
litigation, threatened litigation or governmental or regulatory inquiry (including, without limitation,
any judgments, settlements or other amounts paid in connection therewith) and all other
extraordinary expenses; (xii) expenses associated with the organizational costs and the offering of
interests in a Fund (including legal and accounting fees, printing costs and “blue sky” filing fees and
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