Item 5 Fees and Compensation
Management Fees
The Fund(s) will pay CMA (or “Investment Manager”) a fee for management services (the
“Annual Asset Management Fee”) for each month equal according to the schedule outlined
in the PPM. As a general matter, the fee calculation is dependent upon the investment
amount, class capacity and net asset value (or “NAV”) at time of the calculation.
Annual Asset Management Fee. As compensation for asset management services provided
to the Company and its Subsidiaries by the Fund Manager with respect to the Projects, the
Company shall pay the Fund Manager an annual fee equal to one and one-half percent
(1.50%) of total invested capital in each such Project (including debt and equity). For
purposes of calculating the Annual Asset Management Fee, the total invested capital shall
include any debt, equity or net working capital funding required by the Company for the
three (3) month period immediately succeeding the Project acquisition. The Annual Asset
Management Fee shall be paid in quarterly installments.
Other Fees & Expenses
Transaction Services Fee. In addition to the Annual Asset Management Fee, the Company
shall pay the Fund Manager a fee equal to one percent (1.0%) of capital (including debt and
equity) invested to acquire each Project (an “Investment Transaction”) and one percent
(1.0%) of the total net proceeds on the sale or liquidation of all or any portion of each
Project (a “Liquidating Transaction”) (collectively, the “Transaction Services Fee”), which
shall be due and payable to the Fund Manager within thirty (30) days of the latter to occur
of (i) closing of an Investment Transaction or Liquidating Transaction, (ii) the completion
of the final accounting by the Company to determine amounts due hereunder. For
avoidance of doubt, or purposes of calculating the Transaction Services Fee, the amount of
capital subject to the 1% fee shall include any debt, equity or net working capital funding
required by the Company for the three (3) month period immediately succeeding the
Project acquisition.
Administration Fee. The Fund pays the Administrator fees out of Company assets, based
upon the size of the Company, in accordance with the Administrator’s standard schedules
for providing similar services.
Redemption (or Withdrawal) Fee. For each Redemption Disbursement the Fund Manager
shall be paid a fee (a “Redemption Fee”) from the Redemption Disbursement, as follows:
• Six percent (6.0%) of the total Redemption Disbursement for each Redemption
Election made less than seven (7) years from the respective Capital Contribution;
and
• Three percent (3.0%) of the total Redemption Disbursement for each Redemption
Election of 7 years or more from the date of the respective Capital Contribution.
• CMA, as Fund Manager, has the right, in its sole discretion, to require a compulsory
withdrawal of all or part of a Member’s Interest at any time for any or no reason
(including without limitation, the Fund Manager’s determination, in its sole
discretion, that such Member’s holding of an interest in the Company could result in
the assets of the Company being considered “plan assets” for purposes of ERISA),
without prior notice to the Member.
Formation and Organizational Expenses. The third party, out of pocket costs and expenses
incurred in connection with the formation and organization of the Company, including the
preparation, revision and negotiation of the offering documents of the Company as of the
date hereof (collectively, the “Organizational Expenses”), will be borne by the Company and,
to the extent they have been advanced by the Fund Manager and/or its affiliates, will be
subject to reimbursement.
Operating Expenses. The Company shall be responsible for all of the ordinary and necessary
expenses of its operation including, without limitation, (i) investment expenses (i.e.,
expenses that the Fund Manager reasonably determines to be related to the investment of
the Company’s assets), including, but not limited to, brokerage commissions, clearing and
settlement charges, custodial fees, bank service fees, interest expenses and expenses
related to the formation and maintenance of any entities (including Subsidiaries) formed to
effect or facilitate the acquisition of any Investment and to provide financing for
investments, investment and research related travel costs, expenses relating to proposed
Investments that are not consummated, trading costs, research expenses, costs associated
with information and data services utilized by the Fund Manager, and fees and expenses
payable to investment-related consultants; (ii) legal expenses; (iii) regulatory and
compliance expenses, including Regulation D and state blue sky filings, and such other
filings as determined by the Fund Manager, (iv) fund administration expenses (such as but
not limited to performing risk management, fund accounting, investor reporting costs,
calculating Net Asset Values, and anti-money-laundering, client identification, and know-
your-customer analyses) and other service provider expenses; (v) auditing, tax advice and
tax preparation expenses including Schedule K-1s, any taxes and duties payable in any
jurisdiction in connection with the maintenance and/or operation of the Company; (vi)
extraordinary expenses, including litigation, indemnification and contribution expenses;
(vii) insurance premiums of the Company and the Fund Manager (including insurance
premiums with respect to any of their principals, employees, partners and officers and
committee members); (viii) expenses incurred with respect to the preparation of reports
and other financial information; (ix) expenses incurred in connection with marketing
activities for the Company; (x) expenses incurred with regard to Special Investment Sub-
Accounts (if any); (xi) Organizational Expenses; (xii) the Management Fee and Transaction
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