CPMG Inc

Item 5: Fees and Compensation

In consideration of our advisory services, we and/or certain of our affiliates may receive management fees, asset-
based fees and/or performance-based fees or allocations (including carried interest distributions) with respect to the
Funds. While our fees are described in detail in the applicable governing, account and/or offering documents, a
brief summary of our fees is set forth below.
Funds
CPMG’s fee schedule is omitted because this brochure is only being delivered to qualified purchasers as defined in
the Investment Company Act of 1940, as amended.
Management fees generally are payable by investors quarterly, in advance, as of the beginning of each calendar
quarter. Management fees are deducted directly from the capital account of each investor. In the event that a Fund
is dissolved, an investor withdraws, or our advisory services are terminated prior to the end of any calendar quarter,
then a proportionate amount of such management fee will be refunded to the applicable investor(s).
In addition, one of our affiliates generally is entitled to receive a performance allocation of each qualified limited
partner’s allocable share of net profits for the applicable performance period. Performance allocations are subject
to a high-water mark limitation.
Our advisory fees are generally not negotiable.
Notwithstanding the foregoing, with respect to the Institutional Funds, we may be entitled to receive management
fees and/or performance allocations pursuant to the terms and conditions set forth in the applicable governing
documents. We negotiate fees with each applicable institutional investor on a case-by-case basis and such fees can
be expected to vary.
Performance allocations generally are calculated and accrued on a monthly basis. Performance allocations are
crystallized and allocated generally as of the end of each fiscal year (and at such other times as set forth in the
applicable partnership agreement). With respect to certain illiquid assets or securities (“Special Investments”), such
allocations are not crystallized until the occurrence of a Special Investment “recognition event,” as such term is
defined in the applicable partnership agreement. Performance allocations are allocated directly from the capital
account of each applicable investor.
CPMG and/or its affiliates have the right to not charge fees to an investor in a Fund, at our sole discretion.
Advisory Accounts
We generally receive a management fee, payable quarterly in either arrears or advance, equal to a percentage of the
net asset value or the agreed upon targeted invested capital of each Advisory Account as of the applicable date of
determination.
Management fees generally are payable by Advisory Account clients quarterly in advance, as of the end of the prior
calendar quarter. Management fees due and payable by an Advisory Account client may be paid by calling capital
contributions for such purpose. For the avoidance of doubt, any client-directed positions are subject to the
management fee. Performance results of client-directed positions are not considered as part of the performance fee
allocation calculation.
In addition, we or one of our affiliates may also be entitled to receive performance-based compensation equal to a
percentage profits on distributions derived from the disposition of investments (following the return of contributed
capital to the applicable Advisory Account client).
Management fees and performance-based allocations or fees applicable with respect to each Advisory Account
generally are expected to be negotiable on a case-by-case basis with clients.
Performance-based fees or allocations generally will be due and payable to us promptly following the earlier of: (i)
termination of the investment advisory agreement in accordance with its terms, (ii) a sale, exchange or other
disposition that represents a complete divestiture of the securities position(s) in the Advisory Account or (iii) as the
parties may otherwise mutually agree in writing.

OTHER FEES AND EXPENSES
Funds
In addition to management fees, asset-based fees and/or performance allocations (as applicable), each Fund
generally bears all costs and expenses relating to the Fund’s activities, including, but not limited to, (i) legal,
auditing and accounting expenses (including the maintenance of books and records), (ii) costs for the preparation
of the Fund’s financial statements, tax returns, and Schedule K-1s, (iii) expenses of the meetings of the limited
partners, if any, (iv) interest expense, (v) research expenses, (vi) other expenses associated with the acquisition,
holding and disposition of investments and (vii) extraordinary expenses, such as litigation. For the avoidance of
doubt, certain Funds will, as applicable, bear the forgoing expenses incurred with respect to prospective investments
(whether or not consummated), including “broken deal expenses” relating to an investment proposed to be allocated
to the applicable Fund or Funds. Broken deal expenses will be allocated by CPMG on what we believe to be a fair
and equitable basis to the applicable Fund or Funds. The Funds generally are responsible for and pay all brokerage
and custodial fees and expenses. See Item 12 below.
Advisory Accounts
Advisory Accounts bear and/or otherwise share in various fees and expenses incurred by us and/or our affiliates in
connection with the management of such accounts. Specifically, Advisory Account clients typically bear and are
responsible for all costs and expenses directly related to the purchase, holding or sale of any portfolio investment(s)
and any legal fees and costs that may be paid by the Advisory Account client in connection with any litigation or
regulatory investigation. The specific fees and expenses borne by an Advisory Account typically are subject to
negotiation and will vary from client to client. Advisory Account clients generally are responsible for and pay all
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Item 7: Types of Clients

We currently only provide investment advisory and supervisory services to private pooled investment vehicles and
limited partnerships and managed accounts. We may provide advisory services to other types of clients in the future.
Funds
The minimum initial capital contribution required for an investor in each of the Funds is set forth in the applicable
offering and/or governing documents.
To invest in the Funds, investors generally must be, among other things, “accredited investors” as defined in Rule
501(a) of Regulation D under the U.S. Securities Act of 1933, as amended, and either “qualified clients” as such
term is defined in Rule 205-3 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), or
“qualified purchasers” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as
amended (the “Company Act”).
Advisory Accounts
Advisory Account clients are required to sign investment management agreements that, among other things, set
forth the nature and scope of our investment management authority and the investment objectives, guidelines and
restrictions applicable to the management of the Advisory Accounts. In addition, Advisory Account clients
generally must meet certain net worth, net asset and/or other eligibility requirements imposed by various securities
and commodities laws. In general, each Advisory Account client is required to be a “qualified client” as such term
is defined in Rule 205-3 under the Advisers Act.