Item 5. Fees and Compensation
In general, Clearstream receives a Management Fee and a Carried Interest (each defined below) in
connection with advisory services. Clearstream or its affiliates may receive additional compensation in
connection with management and other services performed for portfolio companies of the Funds and
any such additional compensation will offset in whole or in part the management fees otherwise payable
to Clearstream. In addition, in certain circumstances Clearstream from time to time, may receive
compensation for management and other services performed in connection with co-investments made
in portfolio companies of the Funds and such compensation will not offset the management fees
otherwise payable by any Fund to Clearstream. Investors in a Fund also bear certain expenses.
Management Fees
During its investment period, it is anticipated that Clearstream Alpha will pay Clearstream an annual
management fee (the “Management Fee”), payable quarterly in advance, equal to 1.00% of net invested
capital. The General Partner may elect to waive a portion of the Management Fee in exchange for a
reduction in the General Partner’s cash capital contribution obligation and/or a corresponding interest
in the Fund’s profits.
The Management Fee for Clearstream Alpha will commence as of the initial closing of the Fund’s first
investment (the “Initial Investment”). Fund limited partners (the “Limited Partners”) admitted at a
subsequent closing after the Initial Investment will be assessed the Management Fee retroactive to the
Initial Investment date as if such Limited Partners were admitted for their full capital commitments on
the Initial Investment date. Any such amounts will be payable to Clearstream. The Management Fee
may be paid out of current income and disposition proceeds of the applicable Fund or, in the applicable
General Partner’s discretion, from drawdowns that will reduce unfunded capital commitments.
Except as otherwise agreed, the General Partner and Limited Partners who are affiliates, employees or
other designees of a General Partner will not be subject to Carried Interest or the Management Fee.
Performance-Based Allocations or Fees
With respect to each Fund, it is anticipated that an affiliate of Clearstream will receive a performance-
based allocation or fee of 15% of the proceeds realized upon the disposition of the assets of such Fund
(the “Carried Interest”); subject to the return of capital contributions to investors and subject to a
preferred return to investors of 8%, catch-up distributions to the General Partner and/or other
performance hurdles.
Compensation to Clearstream is negotiable and is set forth and described in each Fund’s Memorandum
and Partnership Agreement, organizational documents and/or investment management agreement.
Certain investors in the Funds may negotiate for and pay reduced Carried Interest or fees and/or
reduced management fees.
Distributions from Clearstream Alpha
With respect to Clearstream Alpha, it is expected that an affiliate of Clearstream will receive 1.00% of
distributions to investors in the Fund at the time of each such distribution. The General Partner may
elect to waive all or a portion of such amount in exchange for a reduction in such General Partner’s
cash capital contribution obligation and/or a corresponding interest in such Fund’s profits.
Organizational Expenses
Each Fund will reimburse its General Partner for such Fund’s and its affiliated entities’ organizational
and startup expenses (as further set forth in the applicable Partnership Agreement) (“Organizational
Expenses”), including legal, travel (including, where appropriate, the cost of chartering private aircraft
at a cost above the cost of first class commercial airfare) and lodging, entertainment, accounting, filing,
printing, capital raising, regulatory compliance (including the initial compliance contemplated by the
Alternative Investment Fund Managers Directive or any similar law, rule or regulation), any
administrative or other filings and other organizational expenses. Each Fund will also bear expenses of
the type described in the preceding sentence to the extent incurred by a placement agent.
Additional Expenses and Fees
In addition to the Management Fee, a Fund will pay, or reimburse its General Partner for, all other fees,
costs, expenses, liabilities and obligations relating to such Fund and/or its activities, business, portfolio
companies or actual or potential investments to the extent not borne or reimbursed by a portfolio
company or potential portfolio company (which reimbursements may be for travel (including, where
appropriate as determined by its General Partner, the cost of using private aircraft or other private air
travel at a cost above the cost of first class commercial airfare, provided that its General Partner
determines in its sole discretion that substantially similar commercial air travel was unavailable or not
practical)), including all fees, costs, expenses, liabilities and obligations relating or attributable to: (i)
activities with respect to the structuring, organizing, negotiating, consummating, financing, refinancing,
acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring,
trading, taking public or private, selling, valuing, winding up, liquidating or otherwise disposing of, as
applicable, such Fund’s portfolio companies and its actual and potential investments, including follow-
on investments and refinancings, or seeking to do any of the foregoing (including any associated legal,
financing, commitment, transaction or other fees and expenses payable to attorneys, accountants,
investment bankers, lenders, third-party diligence software and service providers, consultants and
similar professionals in connection therewith and any fees and expenses related to transactions that may
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