Item 5 – Fees and Compensation
CCI is compensated by CCL, and CCL in turn is compensated by CIM and CCSIM, for the advisory services
provided by CCI or CCL, respectively. The compensation received by CCI and CCL is unrelated to the
performance of the Funds. Instead, the compensation arrangements are generally based on adding profit
factors to the costs incurred in providing the services under the terms of a group-wide transfer pricing
policy.
None of CCI, CCL, CIM and CCSIM charges advisory fees directly to any of the Funds. Each Fund GP,
however, receives fees from the relevant Fund or Funds to cover the investment management and advisory,
management and related services the Fund GP and its affiliates provide to such Fund or Funds.
The fees are established in negotiations with investors in Funds. Fees are generally based on a percentage of
committed or invested capital of a Fund. They are generally payable throughout the life of a Fund (except
that, in extension periods, fees may be reduced or may cease to be payable). The Fund GPs generally cause
fees to be paid by or on behalf of the corresponding Funds, by requiring investors in the Funds to make
capital contributions, withholding funds from investment proceeds that would otherwise be distributable to
investors, or causing the Funds to borrow money.
Fee percentages may vary from one Fund to another, or for different classes or series of interests in a
particular Fund, as described in the Funds’ Governing Documents. Additionally, fee percentages applicable to
a particular Fund, or a particular class or series of interest in a Fund, may vary by investor and the size of
investors’ commitments to the Fund, and Fund GPs and their affiliates may agree full or partial fee waivers
with respect to certain investors or time periods, or under other specified circumstances, all in accordance
with the Governing Documents for the Fund.
As a general matter, fees are payable by each Fund to the relevant Fund GP in advance. If fees are assessed
in advance and are more than the Fund GP is entitled to receive pursuant to the Governing Documents (for
example, where management charges have been prepaid for a period in which a step-down in fee rates
occurs), then any excess is repaid to the relevant Fund for distribution to its investors.
Fund GPs and affiliated entities, and by extension their directors, employees or other third parties investing
through them, are generally not subject to fees in respect of their investments in Funds.
The Fund GPs, CIM, CCSIM and their affiliates are generally entitled to collect fees related to Fund portfolio
transactions or other services provided to funds or companies in which Funds are invested (including any
arrangement fee, success fee, underwriting or syndication fee, closing fee, commitment fee, financial
advisory fee, break-up or other termination fee in respect of any actual or prospective investment by a Fund
and any monitoring fee, director’s fee, consulting fee or other similar fee in respect of any ongoing
investment by a Fund). No such fees have historically been collected, and any such fees would be offset, in
whole or in part (as set forth in the relevant Governing Documents), against other fees payable by the Fund to
the related Fund GP. The Fund GPs, CIM, CCSIM and their affiliates do, however, have discretion over whether
to seek compensation through such fees, and if so, the rate, timing and amount of such compensation.
Reimbursements for out-of-pocket expenses directly related to a portfolio company may be paid to a Fund
GP, CIM, CCSIM or their affiliates in addition to advisory fees.
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The Funds incur offering and organizational expenses, as well as fees, costs and expenses relating to their
administration, management and business, including their investment related activities, which may be
advanced by the Fund GPs, CIM, CCSIM or their affiliates and subsequently reimbursed by the Funds, either
from investors’ capital contributions, from investment proceeds withheld for this purpose, or from borrowed
money. The Funds’ Governing Documents, as well as the Brochure issued by CIM, provide further information
regarding fees, costs, expenses and liabilities borne by the Funds and the related potential for conflicts of
interests, and any investor or potential investor in a Fund should review the disclosures contained in such
documents carefully.