ITEM 5 – FEES AND COMPENSATION
Management Fee. Commencing on the initial closing date, the Partnership will pay to the General Partner (or
its designee) in advance on the first day of each calendar quarter a management fee (the “Management Fee”)
with respect to each Limited Partner equal to such Limited Partner’s capital commitment multiplied by the
Management Fee Percentage. The “Management Fee Percentage” will equal a quarterly rate of: (a) 0.625 (2.5%
per annum) until the first day of the first calendar quarter commencing after the fifth anniversary of the initial
closing date; and (b) thereafter, 90% of the Management Fee Percentage in effect on the same date of the
immediately preceding year; provided, that the Management Fee Percentage will not be reduced below a
quarterly rate of 0.375% (1.5% per annum).
Except as otherwise approved by the Advisory Committee, the Management Fee will be reduced (but not below
zero) by the Limited Partners’ share of any consulting, advisory, directors’, monitoring, transaction, or closing
fees received by the General Partner or the Managing Directors (each, a “Remuneration Recipient”) from or in
respect of any portfolio company investment made by the Partnership; provided, that the Management Fee shall
not be reduced by any such amounts (i) received as compensation by any venture partner, entrepreneur in
residence, consultant, adviser, scout or similar service provider, (ii) received as compensation for bona fide
services performed in lieu of or as an employee or similar service provider, (iii) that relate to services performed
prior to the Activation Date, or (iv) that constitute reimbursements for out-of-pocket or similar costs.
Expenses. The General Partner shall bear overhead expenses (including the cost of salaries, benefits, office
space and utilities) incurred in connection with the management of the Partnership as further set forth in the
Partnership Agreement.
The Partnership will bear the out-of-pocket costs, fees, expenses and liabilities incident to the organization and
syndication of the Partnership, the Parallel Funds (defined below) and the General Partner; provided, that the
management fee will be reduced by any placement fees paid by the Partnership with respect to the syndication
of Partnership interests.
The Partnership will bear all fees, costs, expenses and liabilities relating to the Partnership’s activities and
investments as more fully described in the Partnership Agreement.