Item 5. Fees and Compensation
The fees and expenses associated with an investment in the Funds are described in detail in each
of the respective Fund’s Transaction Documents.
The Adviser may, in its sole discretion, manage other pooled investment vehicles, certificados de
capital de desarrollo or accounts with higher or lower fees, different fee structures or different
expense payment arrangements than those of the Funds. Further, each General Partner, in its sole
discretion, may agree with an Investor to waive or modify the provisions of the applicable Fund’s
Transaction Documents, including the fees charged, with respect to such Investor, without
obtaining the consent of any other Investor.
Management Fee.
Generally, and subject to the terms in the applicable Transaction Documents, during the
respective investment periods each Fund will pay the Adviser a management fee (the
“Management Fee”) typically in the range of 0% to 2% per annum of the Investors’ aggregate
capital commitments to such Fund in advance on a monthly (in the case of the CKDs) or semi-
annual (for all other funds) basis . After the applicable investment period, the Management Fee
typically will be in the range of 0% to 2% per annum of cumulative capital contributions paid or
due to such Fund by all applicable Investors, less (x) cumulative distributions to applicable
Investors constituting a return of capital with respect to realized applicable investments (including
a portion of a partially realized applicable investments) and (y) the aggregate amount of losses
relating to applicable investments that are determined to be not recoverable, as determined as of
the commencement of the relevant quarterly period. Management Fees are deducted directly from
the Fund’s assets. Notwithstanding the foregoing, the Adviser and/or its affiliates have full
discretion to agree to specific terms with each Fund with respect to the management fee payable
during and after the investment period.
The Adviser may also charge management, monitoring, oversight, consulting, directors’
transaction and other similar fees to portfolio companies of each Fund, which, may be applied to
reduce the applicable Management Fee for the next applicable period, net of unreimbursed
transaction expenses incurred by the Adviser or its affiliates. Certain normal and customary fees
including, but non-limited to directors’ fees and officer’s fees paid by portfolio companies to the
Adviser, its employees, representatives, or any of their respective affiliates, will be retained by
the Adviser and will not offset or reduce the Management Fee. Non-offset fees are described
further in each Fund’s Transaction Documents.
Carried Interest.
Generally, and subject to the applicable terms in the Transaction Documents of each Fund, net
proceeds from the disposition of each Fund’s investment, together with any dividends,
distributions or interest earned on such investment, are subject to some form of carried interest
or similar profit allocation for the benefit of the Adviser.
Performance fees or carried interest allocations may be subject to certain preferred return hurdles,
catch-up allocations and clawbacks. The manner of calculation and application of performance
fees or carried interest profit allocations is disclosed in the Transaction Documents of each Fund.
In addition to the Management Fee and the carried interest, each Fund will incur their pro-rata
portion, as applicable, of normal and customary costs, expenses, liabilities and obligations that
relate to such Fund’s organization, offering, operating and investment expenses. Such expenses
are allocated among the Investors in a Fund pursuant to the terms of its applicable Transaction
Documents.
These expenses include all legal, accounting, and filing expenses incurred in connection with
organizing and establishing the Fund and the related GP, and the marketing and offering of
interests in the Fund, including legal, accounting, filing, capital raising, travel and
accommodation, printing and other similar costs, fees, and expenses. Investors in the Funds will
typically receive a reduction in management fees in respect of offering and organizational
expenses in excess of specific amounts as described in the offering materials, disclosure
documents and/or governing documents of the relevant Fund.
In addition, each Fund will typically pay broken deal expenses and all fund expenses related to
the operation of the Fund, including fees, costs, and expenses directly related to the purchase,
holding, and sale of investments, diligence expenses (including related travel expenses), expenses
of any consultants (including senior advisors and industry advisors, counsel, and accountants,
insurance (including insurance obtained by the Advised which is available for the benefit of
funds, investment vehicles and portfolio companies), indemnity, or litigation expenses, custody
fees, brokerage fees (if any), underwriting and syndication fees and expenses, financing and
bridge financing expenses (which may be payable to another Fund co-investing in the bridged
transaction or to the Adviser or an affiliate, in each case that provides bridge financing to the
relevant Fund), certain taxes, expenses of any advisory committee established in respect of the
Fund and its members, costs of any information meetings of the Fund’s investors, and any fees
or other governmental charges levied against the Fund. Certain Funds have agreed to bear an
allocable portion of the Adviser’s overhead expenses, including office, computer, employee and
other internal costs and expenses.
Additionally, as further described in the applicable Transaction Documents, the Adviser may
retain or employ, either directly or through an affiliated entity, a Board of Advisors to facilitate
the investment and post-investment process, including but not limited to, performing investment
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