Item 5 – Fees and Compensation
Below is a discussion of how CBPM is compensated in connection with providing advisory
services to a Fund.
CBPM receives annual fees from the Fund generally up to 2% of capital commitments during the
commitment period (the “Management Fee”). The Management Fee will be payable in equal
quarterly installments in advance of the beginning of each calendar quarter from drawdowns of
the limited partners’ unfunded commitments. The General Partner and CBPM will receive the
Management Fee and Other Fees (as discussed below), and will pay all of their own operating
and overhead costs and expenses, including salaries, benefits and rent. The precise amount of,
and the manner and calculation of, the Management Fee for the Fund is governed and disclosed in
the Fund’s confidential offering memorandum, agreement of limited partnership, and similar
constituent governing legal documents (collectively the “Offering Documents”).
In terms of performance-based fees, 20% of the Fund’s net investment proceeds are allocated to
the capital account of an affiliate of CBPM as “carried interest.” Carried interest will be subject
to certain adjustments and reserves as stated in more detail in the Fund’s Offering Documents.
CBPM and its affiliates directly deducts all applicable fees from the Fund’s assets. Management
Fees are typically funded with capital contributions drawn for such purpose but may also be
funded with or withheld from proceeds from investments. Carried interest distributions generally
will be distributed to CBPM’s affiliate from time to time upon the disposition of investments by
a Fund and are distributed to such affiliate in accordance with the terms of the Offering
Documents.
As stated above, the General Partner and CBPM will receive the Management Fees and Other
Fees and will pay all of their own operating and overhead costs and expenses, including salaries,
benefits and rent.
CBPM and its affiliates may enter into arrangements providing for the payment by projects or
portfolio companies to CBPM and its affiliates of transaction fees, organizational fees, director
fees, monitoring fees or certain other fees (“Other Fees”), in connection with the purchase,
monitoring or disposition of investments or from unconsummated transactions. Such Other Fees
will be for the account of CBPM and its affiliates, as applicable, and not the Fund. All directors’
and monitoring fees included in Other Fees will be applied to reduce subsequent installments of
the Management Fee. Except as set forth in the Fund’s Offering Documents, all other fees included
in Other Fees will first be applied to reimburse CBPM for its out-of-pocket expenses incurred in
connection with the transaction giving rise to such fees. 60.0% of the balance, if any, of such fees
will be applied to reduce subsequent installments of the Management Fee.
CBCF will pay all offering and organizational expenses incurred in the organization of CBCF
and the General Partner, including taxes, accounting, legal, travel expenses and all costs
associated with the start-up of operations of CBCF and the General Partner, and all brokerage
fees, placement fees, and commissions related to the sale of Interests in CBCF. CBCF reimbursed
the General Partner on the Initial Closing Date and will reimburse the General Partner on each
Subsequent Closing for any such expenses paid by the General Partner. The sum of (i)
organizational and offering expenses in excess of $1.5 million, and (ii) all brokerage fees,
placement fees, and commissions related to the sale of Interests in CBCF will reduce the amount
of future Management Fees payable to the Manager on a dollar-for-dollar basis.
For more detailed information and a complete description regarding the Fund’s fees and expenses
please refer to the Fund’s Offering Documents.
As stated above, Management Fees are payable quarterly in advance. CBPM will refund any
pre-paid Management Fee by a Fund if the advisory contract with such Fund is terminated before
the end of the billing period. Management Fee refunds are calculated on a pro-rata basis to the
limited partners.
Neither CBPM nor any of its supervised persons receives any compensation from the sale of
securities or other investment products.