Canyon Bridge Management Corp

Item	5	–	Fees	and	Compensation

Advisory	Services	Compensation

For	 its	 services	 to	 its	 clients,	 Canyon	 Bridge	 expects	 to	 negotiate	 varied	 fee	 structures	 with	 its
clients	 and	 fees	 will	 depend	 on	 each	 Canyon	 Bridge	 Client’s	 circumstances	 and	 needs.	 The
frequency	that	such	fees	are	charged,	and	whether	such	fees	are	(i)	paid	in	advance	or	arrears	or
(ii)	deducted	from	clients’	assets	or	billed	to	clients	depends	on	the	terms	of	the	relevant	advisory
agreement	 (each	 advisory	 agreement	 between	 Canyon	 Bridge	 and	 a	 Canyon	 Bridge	 Client,	 an
“Advisory	Agreement”).

The	 Fund	 pays	 an	 investment	 advisory	 fee	 to	 Canyon	 Bridge	 Management	 annually	 in	 advance
during	the	term	of	the	Fund	(the	“Management	Fees”).	Management	Fees	will	generally	initially
equal	 2%	 per	 annum	 of	 the	 commitment	 amount	 of	 each	 investor	 and,	 after	 the	 commitment
period,	will	equal	2%	per	annum	of	the	capital	contributions	of	each	investor	that	were	used	to
fund	the	cost	of,	and	remain	invested	in,	portfolio	investments	that	are	held	by	the	Fund	as	of	the
relevant	payment	date.	The	Management	Fees	may	be	paid	to	Canyon	Bridge	Management	by	the
Fund	out	of	capital	contributions	from	the	investors	or	out	of	the	investors’	share	of	proceeds	from
investments	and	income	from	temporary	investments	or	borrowings.

Canyon	 Bridge	 Management	 has	 “cost‐plus”	 arrangements	 with	 Canyon	 Bridge	 HK	 and	 Canyon
Bridge	 Beijing	 (in	 respect	 of	 the	 non‐discretionary	 advice	 that	 they	 provide	 to	 Canyon	 Bridge
Management	in	respect	of	the	Fund).

Termination	and	Fees

The	 events	 under	 which	 an	 Advisory	 Agreement	 could	 be	 terminated	 (and	 whether	 or	 not	 a
termination	would	result	in	a	return	of	fees	to	a	client)	will	be	addressed	within	the	applicable
Advisory	Agreement.	In	respect	of	the	Fund,	a	pro	rata	portion	(based	on	days	remaining	in	the
payment	period	)	of	any	unearned	Management	Fees	will	be	refunded	to	the	Fund	in	the	event	of
a	termination	of	the	Fund’s	Advisory	Agreement	with	Canyon	Bridge	Management.	Any	unearned
Management	Fees	will	generally	not	be	returned	to	an	investor	that	withdraws	from	the	Fund	prior
to	its	dissolution.

Carried	Interest

The	 Fund	 will	 allocate	 to	 the	 Canyon	 Bridge	 GP	 on	 a	 deal‐by‐deal	 basis	 a	 carried	 interest
distribution	based	on	proceeds	generated	from	the	sale	of	Fund	investments,	in	an	amount	equal
to	20%	of	the	profits	from	the	disposition	of	each	portfolio	investment	made	by	the	Fund,	after	the
return	 of	 invested	 capital	 and	 a	 preferred	 return	 to	 limited	 partners.	 All	 performance‐based
compensation	payable	to	Canyon	Bridge	GP	will	be	effected	consistent	with	the	requirements	of
Section	205	of	the	Advisers	Act	and	Rule	205‐3	thereunder.

Brokerage	Fees	or	Costs

Item	12	of	this	Brochure	provides	a	detailed	discussion	of	Canyon	Bridge’s	anticipated	brokerage
practices	and	related	costs	and	fees.

Indemnification

It	is	anticipated	that	each	client	will	indemnify	Canyon	Bridge	and	certain	other	persons	under
those	circumstances	specified	in	the	Client	Documents.	The	Client	Documents	for	the	Fund	contain
indemnification	obligations	in	favor	of	Canyon	Bridge	and	certain	of	its	related	persons.

Other	Fees	and	Expenses

Expenses	that	may	be	incurred	by	a	Canyon	Bridge	Client	will	be	set	forth	in	the	relevant	Client
Documents.

The	Fund	is	responsible	for	(i)	its	organizational	expenses	(up	to	an	amount	specified	in	the	Fund’s
Client	 Documents)	 and	 (ii)	 all	 costs,	 expenses	 and	 liabilities	 incurred	 by	 or	 arising	 out	 of	 the
operation	and	activities	of	the	Fund	or	its	subsidiaries,	ordinary	or	extraordinary	(as	set	forth	in
the	Fund’s	Client	Documents).

Item	7	–	Types	of	Clients

As	described	in	Item	4	above,	the	Fund	is	Canyon	Bridge’s	sole	client.	Canyon	Bridge	anticipates
that	any	additional	clients	will	include	other	pooled	investment	vehicles	that	pursue	private	equity
strategies.