ITEM 5 – FEES AND COMPENSATION
General
A. Coalition’s clients are all qualified purchasers; we discuss our fee schedule with our clients. It should
be noted that Coalition’s fees may be waived or reduced in certain instances in the sole discretion of
Coalition.
B. The Adviser bills Members on a regular, recurring basis in advance with respect to any applicable
fixed fees that are chargeable under its Membership Agreement. The Adviser deducts any
management fees payable by a Fund with respect to investors who are non‐Members (or Members, if
applicable) directly from such Fund on a quarterly basis, in advance. In this instance, the Adviser will
prorate management fees with respect to any partial period.
C. A Fund pays for all of its own expenses as detailed in the offering and related document of each
such Fund which includes, but is not limited to, (a) administrative expenses related to the operation
a Fund, including the fees and expenses of accountants, lawyers, third‐party administrators and
other professionals, third‐party out‐sourced service providers and any other type of service
provider fees incurred in connection with a Fund’s annual audit, data processing, investment‐level
management and servicing, recordkeeping, legal, compliance, financial reporting, tax planning, tax
projections, tax strategy and tax return preparation, as well as the expenses associated with the
preparation and distribution of reports; (b) fees, costs and expenses, if any, incurred in evaluating,
negotiating, structuring (including organizing, forming and maintaining any alternative investment
vehicles (“AIV”), subsidiaries or special purpose vehicles (“SPVs”)), underwriting, re‐underwriting,
acquiring, appraising, financing, refinancing or otherwise researching investments pursued for a
Fund (whether such Fund actually makes or acquires such Investments), including, travel costs,
legal, due diligence, investment banking, financing costs, reporting, projections, valuation, tax and
accounting expenses and other fees and out‐of‐pocket costs related thereto (and including breakup
fees in connection therewith and fees and expenses related to unconsummated co‐investments);
(c) fees, costs and expenses, if any, with respect to rendering financial assistance to or arranging for
financing for a Fund or any subsidiary, SPV, AIV or other entity established in connection with an
3|Page
4851-5839-1219 v.6
investment; (d) fees, costs and expenses, if any, incurred in relation to the acquisition, holding,
developing, monitoring, management, appraising, financing, refinancing, disposing of or otherwise
dealing with Investments, including any travel, legal, audit, financing, appraisal, insurance
consulting, custodial, brokerage, inspection, indemnification and accounting expenses and other
fees and out‐of‐pocket expenses related thereto; (e) all costs, expenses and charges incurred in
connection with the investment and trading activities (e.g., expenses associated with outsourced
trading (including but not limited to trade execution and portfolio monitoring services), brokerage
commissions, mark‐ups, margin interest, expenses related to short sales, custodial fees, clearing
and settlement charges and other transaction costs to brokers); (f) expenses related to third party
research, publications, data and data services, including real time pricing and market information
(such as Bloomberg and Reuters services) and historical pricing and other data; (g) all fees and
expenses of any kind related to the provision of technology for a Fund or for the Adviser and/or any
general partner, including but not limited to software (and any licensing fees), computers, storage,
networking and other physical devices, infrastructure and processes to create, process, store,
secure and exchange all forms of electronic data, technology associated with research and/or
product testing and remote access, and third party technology providers; (h) costs associated with
regulatory filings including but not limited to Form PF; (i) third‐party reports obtained in connection
with a Fund’s investment activities, including without limitation title reports, environmental
reports, engineering reports, surveys, appraisals, broker opinions of value, market studies and other
insurance; (j) interest expenses, the fees, costs and expenses associated with making temporary
investments, fees charged by banks and brokers in connection with cash management, and other
investment costs incurred by or on behalf of a Fund; (k) all other fees, costs and expenses associated
with the organization, operation and maintenance of subsidiaries, holding entities or other
investment vehicles or entities (including any SPV) by or through which a Fund directly or indirectly
conducts investment activities or otherwise facilitating a Fund’s investment activities; (l) fees, costs
and expenses incurred in connection with the ongoing offering of interests following any closing
date, the initial closing date, a subsequent closing date and the final closing date; (m) taxes, fees
and other equivalent government charges levied against the Fund, any investment or the income
thereof, fees of other advisors of the Fund, premiums for insurance protecting a Fund, a general
partner, the Adviser, members of the advisory committee (if any) (including but not limited to
retention payments for errors and omissions and directors and officers insurance coverage) and
other indemnified parties and any litigation costs of a Fund; (n) indemnification expenses incurred
pursuant to this Agreement or related to any investment or any other extraordinary administrative
or operating fees or expenses; (o) the costs of compliance with applicable law and regulations of
...