Item 5: Fees and Compensation
Item 5.A
Management Fees
The management fees are payable as described in each of the Funds’ Offering Documents. Any
subscriptions made after the commencement of a calendar quarter will be subject to a prorated
management fee.
Service Fees
The Adviser receives a percentage of earning as fees from certain private portfolio companies,
payable in accordance with the schedule set forth in each applicable services agreement.
Incentive Compensation
An incentive allocation is calculated and charged as described in each of the Fund’s Offering
Documents. Coltrane has an incentive to favor accounts for which it receives higher performance-
based fees since it may receive a greater profit if the investment generates a positive return;
however, since Coltrane makes investments at the Fund-level, and not the individual Investor
account-level, this risk is mitigated.
In the case of a partial withdrawal, the incentive allocation will only be charged with respect to the
net appreciation of the Investor’s account attributable to the amount being withdrawn, in excess of
the Investor’s loss recovery balance, if any.
The portion of the incentive allocation attributable to any unrealized appreciation in the value of
any limited liquidity investment will accrue, but remain unpaid until such limited liquidity
investment is realized or deemed realized, or ceases to be designated as a limited liquidity
investment.
In general, fees are not negotiable, however Coltrane, at its sole discretion, has the authority to
elect to reduce, waive or require a different management fee or incentive allocation with respect
to any person.
Certain strategic investors who have invested in the Funds are entitled to receive a share in the
revenue of Coltrane and/or the general partners of the Funds.
Item 5.B
As set forth in each of the Fund’s Offering Documents, certain Fund’s management fees are
deducted from the Funds’ assets, quarterly in advance as of the beginning of each quarter.
Item 5.C
Adviser Expenses
As further described in each Fund’s Offering Documents, Coltrane will be responsible for all of
its office overhead expenses including rent, supplies, secretarial expenses, stationary, furniture,
employee insurance, payroll taxes and employee compensation.
Operational Expenses
The Funds will pay, or reimburse Coltrane, for all operating fees and expenses or out-of-pocket
costs of the organization, administration and operation of the Funds as set forth in each of the
Fund’s Offering Documents, including, but not limited to:
• ongoing offering fees where applicable and expenses, accounting (including expenses
associated with the preparation of the Fund’s financial statements and tax returns, and any
other tax information relating to the Fund),
• audit, administration (including fees and reimbursable expenses of the Fund’s
administrator) and legal expenses,
• costs of any litigation or investigation involving Fund activities, and indemnification
payments,
• costs associated with meetings of Investors, reporting, providing and mailing information
to existing and prospective Investors,
• costs associated with maintaining insurance to protect the Fund, Coltrane or any other
covered person (as described in the applicable Offering Documents) from liabilities to third
persons in connection with the Fund’s affairs (including liability premiums),
• taxes and other governmental charges, fees and duties payable by the Fund,
• damages incurred by the Fund or any covered person, and
• extraordinary fees and expenses, if any, and costs of winding up and liquidating the Fund.
Such costs will include the Fund’s allocable share of the fees and expenses of any third party
providers of “back office” and “middle office” services relating to trade settlement, and accounting
and related operations for the Funds.
Investment-Related Expenses
As set forth in each of the Funds Offering Documents, the Funds will pay, or reimburse Coltrane,
for all costs, fees and expenses related to portfolio investments or prospective investments
(whether or not consummated) of the Funds, where applicable, including, but not limited to:
• the research, evaluation, acquisition, holding and disposition thereof and all third-party
expenses in connection therewith (including, without limitation, expenses relating to
proxies, underwriting and private placements, brokerage commissions, price validation,
dealer spreads, interest on, and fees and expenses arising out of, debit balances or
borrowings, dividends payable with respect to securities sold short, exchange, clearing,
give-up and intermediation fees, clearing and settlement charges and costs of middle office
exchanges (whether paid or via administrator)), as well as transaction fees and expenses
relating to the foregoing,
• custodial fees, legal fees, travel and other expenses incurred in connection with investment
activity,
• asset verification, appraisal and valuation fees and expenses,
• investment banking expenses and professional investigatory services,
• fees and profit-sharing payments due to unaffiliated advisors, sub-advisors and consultants,
• specific expenses incurred in obtaining or maintaining technology and systems,
• finders and service companies,
• risk monitoring expenses, specific expenses incurred in obtaining or maintaining systems,
• research and other trading costs (including market data expenses),
• order management systems,
• information and information service subscriptions utilized with respect to the Fund’s
investment program, including phone and internet charges, and
• any tax-related structuring or legal fees and expenses incurred, any entity-level, transfer or
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