CenterOak Adviser LP

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 a Fund is set forth below:
An affiliated management company for a Fund generally receives an annual management fee equal to:
     (i) during the commitment period, 2.0% of the aggregate commitments to such 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), 2.0% 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 installments in advance.
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’s commitment period and bi-annually thereafter, our carried interest affiliate will be
required to restore proceeds to the affected Fund to the extent that such affiliate has received cumulative unreturned
carried interest 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 the Fund. The General Partner of a Fund is,
under such Fund’s governing documents, authorized to require each investor to return amounts distributed to them for
the purpose of meeting such investor’s pro rata share of such Fund’s liabilities, obligations, or expenses.
Management fees or carried interest distributions with respect to the Funds generally are not negotiable, except that
our employees and operating partners generally are not subject to management fees, certain expenses, or carried
interests. In addition, notwithstanding the foregoing, a General Partner or Fund will from time to time enter into side
letter agreements with one or more significant investors in the affected Fund that could modify certain terms of the
interests held by those investors, including (without limitation) terms that impose lower management fees or carried
interests or that grant certain co-investment rights. Co-investors typically do not pay management fees on, and are not
subject to carried interests in respect of, co-investment capital.
PAYMENT OF FEES AND CARRIED INTEREST
Management fees are payable in quarterly installments in advance. A Fund’s General Partner has the discretion to
cause the affected Fund to pay management fees from capital contributions drawn for such purpose, drawdowns from
the affected Fund’s available line of credit, proceeds received in respect of any investments, or any other assets
determined by such 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 are 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 a Fund.
    OTHER FEES AND EXPENSES
    In addition to management fees, we or an affiliate also earn monitoring, oversight, or advisory fees from portfolio
    companies, as well as commitment, break-up, “topping”, closing, or other fees in connection with portfolio company
    investments. Multiple fees might be paid with respect to any given portfolio company or transaction. Management
    fees are generally reduced by a specified percentage (currently 100%) of such special income after deduction of
    unreimbursed transaction related expenses as provided in the affected 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 affected Fund’s advisory committee; expenses related to annual meetings of the
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TYPES OF CLIENTS
We only provide investment advisory services to our affiliated Funds, not to investors in such Funds. Investors in the
Funds are generally institutional investors, certain high net worth investors, and our executives and employees.
ACCOUNT REQUIREMENTS
In general, the minimum initial capital commitment required for an investor in a Fund is $5 million, although capital
commitments of lesser amounts are permitted to be accepted in the discretion of the applicable General Partner. Each
investor in a Fund generally is required to represent that it is, among other things, an “accredited investor,” as such
term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.