Item 5 – Fees and Compensation
CIM receives fees to cover the investment management, management, administrative, and supervisory
services it provides to the Client Funds. These fees are established in negotiations with investors in Client
Funds. Fees are generally
based on a percentage of committed or invested capital of a Client Fund, and
payable throughout the life of a Client Fund (except that in extension periods, fees may be less or
may cease to be payable).
Fee percentages may vary from one Client Fund to another, or for different classes or series of interests
in a particular Client Fund, as described in the Client Funds’ Governing Documents. Additionally, fee
percentages applicable to a particular Client Fund, or a particular class or series of interest in a Client
Fund, may vary by investor and the size of investors’ commitments to the Client 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 Client
Fund.
The Fund GPs generally cause fees to be paid by or on behalf of the corresponding Client Funds, by
requiring investors in the Client Funds to make capital contributions,
withholding funds from investment proceeds that would otherwise be distributable to investors, or
causing the Client Funds to borrow money.
As a general matter, fees are payable by each Client 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
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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 Client Fund. The management and
other fees, as well as the method of calculation and application, are detailed in the Governing Documents
for each Client Fund.
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 Client Funds.
Transaction and other fees
The Fund GPs, CIM and their affiliates are generally entitled to collect fees related to Client Fund
portfolio transactions or other services provided to funds or companies in which Client 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 a Client Fund’s
actual or prospective investment in a fund or other entity and any monitoring fee, director’s fee,
consulting fee or other similar fee in respect of the Client Fund’s ongoing investment in a fund or
other entity). 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
Client Fund to the related Fund GP. The Fund GPs, CIM 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 incurred by a Fund GP, CIM or their affiliates but to be
borne by Client Funds under the relevant Governing Documents, may be paid to the related Fund GP,
CIM or their affiliates in addition to advisory fees.
Organizational and operating expenses of Client Funds
Depending on the applicable Governing Documents, each Client Fund typically bear all offering and
organizational expenses relating to its establishment and the offering of interests in the Client Fund,
including out-of-pocket costs and expenses of any placement agents or introducers, up to a specified
maximum amount (together with any value-added or other applicable taxes on such expenses, “Fund
Organizational Expenses”). To the extent that Fund Organizational Expenses exceed this amount, they
are for the account of the relevant Fund GP. Fees charged by any placement agents are for the
account of the relevant Fund GP and not the Client Fund.
Additionally, in accordance with the applicable Governing Documents, Client Funds typically bear all
fees, costs and expenses relating to their administration, management and business, including their
investment related activities (together with any value-added or other applicable taxes on such fees,
costs and expenses, “Fund Operating Expenses”). As provided in greater detail in the Governing
Documents, Fund Operating Expenses generally include the following categories, although some
differentiation may result from specific expense provisions and disclosures for different Client Funds:
break-up costs and travel costs related to Client Fund investments,
software, data subscription, maintenance and other costs related to the use of technology
for Client Funds,
fees, costs, expenses and liabilities related to the establishment of intermediate holding
vehicles,
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fees, costs, expenses and liabilities in respect of the administration, operation, termination,
liquidation, dissolution and winding up of the Client Funds or of intermediate holding vehicles,
fees, costs and expenses of professional and other advisers (such as legal, tax and other
advisers, consultants, or finders) and service providers (such as accountants, administrators,
auditors, depositaries, custodians, valuers, or providers of software or information services),
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