Item 5 Fees and Compensation
Fees are determined and assessed in a manner specific to each Fund. For the specific fees charged by each
Fund, please refer to the offering documents for that Fund. The fees paid by the Funds may be negotiable
in special circumstances. Certain fees may be deferred or waived from time to time at the discretion of
CIP. Broad classes of fees are outlined below:
Management Fees
As compensation for investment advisory services rendered to a Fund, each Fund is charged an annual
management fee, payable to CIP semi-annually in advance (“Management Fee”). In general, while details
vary by Fund, the Manager would be expected to repay the Fund for the unearned portion of management
fee, if any, in the instance of a termination of the Manager or the Fund. Management fees during the
investment period of the Fund generally are based on aggregate capital commitments of the limited
Partners and are based on capital contributed for unrealized investments thereafter. The management fees
are negotiated collectively with the limited Partners of each Fund, and are subject to waiver or reduction
by CIP. Management fees during the commitment period typically range from 1.00% to 1.90%.
Management fees after the commitment period are, at least with two of the Funds, reduced by 50% or
more after the closing of a successor fund.
Carried Interest
A portion of each Fund’s net investment profit is allocated to the capital account of its General Partner as
“carried interest” if certain return criteria are met. The manner of calculation of such carried interest is
disclosed in the offering documents, and may vary by fund. Generally, however, the General Partners
receive carried interest up to 30% of realized profits above certain return thresholds (subject to clawback).
As is the case with Management Fees, CIP and its affiliates reserve the right to waive or reduce carried
interest for certain investors, including employees, a limited number of strategic partners, advisors and
consultants and others as may be determined in CIP’s sole discretion.
Organizational and Offering Fees and Expenses
CIP will generally bear its overhead costs for office space and facilities incurred in performing services
for the Funds, as well as the salaries and benefit costs of its employees. Each Fund bears all legal,
accounting, filings and other organizational and offering expenses (including travel expenses and printing
costs) incurred in the formation of such Fund, its General Partner, and the offering of such Fund, up to an
amount not to exceed a limit set forth in its offering documents, which limit varies from Fund to Fund but
has not been set higher than $1,500,000 for any Fund (“Organizational Expenses”). A Fund’s
Organizational Expenses in excess of its limit will be paid by the Fund but borne by CIP through a 100%
offset against the Management Fee.
Partnership Expenses
Each Fund pays all costs, expenses and liabilities in connection with its operations (the “Partnership
Expenses”), including but not limited to fees, costs and expenses related to management fees; the
preliminary investigation of investments, purchase, holding, financing, hedging and sale of investments
(to the extent not reimbursed); brokerage commissions, custodial expenses and other investment costs
actually incurred in connection with investments; principal, interest on and fees and expenses arising out
of all borrowings made by such Fund; costs and expenses of its Advisory Committee and Executive
Committee and its annual meeting; insurance, including D&O insurance; expenses of preparing and
distributing reports to the limited partners; auditing, accounting, banking and consulting expenses;
litigation and indemnity expenses; taxes and other governmental charges, fees and duties payable;
ongoing legal expenses (which include expenses incurred in connection with a Fund’s legal and
regulatory compliance with U.S. and non-U.S. laws and regulations and expenses incurred in connection
with complying with provisions in side letter agreements, including “most favored nations” provisions)
expenses of liquidating the Fund; costs of winding up and liquidating the Fund; and other extraordinary
expenses. Certain of the services described above are provided by West Street Investment Services
(formerly “Cherokee Investment Services, Inc.”, “CIS” or “Cherokee Services”), an entity previously
affiliated with CIP (see Items 5 and 10 for further information, including a description of the change in
the relationship between CIP and CIS), including planning and design; property development,
management and operations; deal-sourcing and execution; environmental risk management; project
accounting and managing project and fund books and records; and other services.
Each Fund also bears third-party, out-of-pocket expenses incurred by or on behalf of the Fund or any
alternative investment vehicle in connection with transactions not consummated.
Transaction Fees
Neither the Manager nor the General Partner will receive any transaction fees, such as acquisition,
disposition, financing or other similar fees in connection with the operation of the Funds.
Side Letters
CIP may enter into side letter or other similar arrangements with limited partners that have the effect of
establishing or otherwise benefiting such investor in a manner more favorable than the rights and benefits
described in the Funds offering documents. Rights and benefits that are more favorable in any material
respect may be afforded to a limited partner based upon its commitment level, and the same favorable
rights and benefits may be extended to other limited partners in accordance with each respective Fund’s
offering documents. These rights and benefits include but are not limited to most favored nation status,
Advisory Committee and Executive Committee designations, capacity, investment restrictions, reporting
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