Item 5 – Fees and Compensation
The fees and compensation paid to DoubleBlue and its affiliates are described in the Funds’ advisory
contracts and/or governing documents, as well as in the offering memorandum for each Fund.
Management Fees
DoubleBlue charges DPLP a management fee as set forth in DPLP’s offering memorandum and the related
governing documents. The fee is calculated monthly in arrears based on the net assets under
management.
DoubleBlue charges the ACF Feeders a management fee of 1.5% per annum as set forth in the offering
memorandum and the related governing documents. The fee is calculated quarterly in advance and the
basis of the calculation is dependent on the stage at which the portfolio is investing. As of December 31,
2019, the investment period of the ACF Feeders expired and after that date, the management fee is based
on the lesser of (i) aggregate capital contributions (less aggregate distributions) and (ii) the most recent
net asset value, adjusted for any distributions made subsequent to the calculation thereof. The
management fee is subject to a quarterly minimum and DoubleBlue does not collect any fees from any of
the other entities in the ACF Fund structure. Management fees are pro-rated for a period that is less than
a full quarter and are refundable if the relevant advisory contract is cancelled prior to the end of the
payment period.
DoubleBlue charges the ACF II Feeder and/or one of its subsidiary entities (including, but not limited to,
ACF II Holdings) a management fee of 1.5 to 2% per annum depending on the class of interest to which an
investor subscribes. The fee is calculated quarterly in advance and is based on the net asset value of each
investor’s capital account as of such date (including any capital contributions made to the ACF II Feeder
as of such date but before the accrual of any incentive fee). The aggregate amount paid by the ACF II
Feeder and any subsidiary as a management fee shall not be greater than the amount that would have
otherwise been paid by an investor’s capital account had such management fee been paid entirely at the
ACF II Feeder level. Management fees are pro-rated for a period that is less than a full quarter.
Performance-Based Compensation
Certain DoubleBlue affiliates (including the Affiliated General Partners) are also entitled to performance-
based compensation or carried interest, which are compensation that is based on a share of realized
and/or unrealized net profits or capital appreciation of the assets of a Client. Such performance-based
compensation is described in such Client’s offering memorandum or other applicable governing
document. Please see Item 6 – Performance-Based Fees and Side-by-Side Management for additional
details.
Other Compensation
DoubleBlue is compensated by a registered investment adviser/broker-dealer for introducing investors to
such firm. Please see Item 10 – Other Financial Industry Activities and Affiliations for additional
information.
Payments of Fees and Waiver of Fees
With respect to the Funds, a third-party administrator calculates and confirms the management fee and
performance-based compensation. Once calculated, the management fees are deducted from the
applicable Funds' accounts; performance-based compensation is allocated and/or paid to DoubleBlue or
the appropriate affiliate of DoubleBlue, as the case may be.
Management fees are typically paid by the Funds following the calculation of the net asset value or when
the fee is otherwise determinable. The administrator for the Funds calculates the fee amount with respect
to each Fund and transmits the net asset value and fee calculation to DoubleBlue. DoubleBlue confirms
the calculations and then submits an invoice to each Fund.
DoubleBlue may, in its sole discretion, waive, reduce, or modify the management fee and performance-
based compensation or carried interest rates and/or terms for partners of DoubleBlue, its affiliates, as
well as for: (i) their respective equity owners, directors, officers, consultants, and employees (collectively,
the “DoubleBlue Group”), (ii) relatives, estates, and charitable and family vehicles of members of the
DoubleBlue Group, and (iii) for certain large or strategic investors.
Other Expenses
The Funds are responsible to pay certain expenses. These expenses include the fees paid to DoubleBlue
as described above; operating expenses; investment expenses (e.g., expenses that, in DoubleBlue’s
discretion, are related to the investment of the Fund’s assets, whether or not such investments are
consummated, brokerage commissions, currency hedging expenses, clearing and settlement charges,
custodial fees, bank service fees, interest expenses, and legal and due diligence expenses); reasonable
investment-related travel expenses incurred by personnel of DoubleBlue; professional fees (including
expenses of consultants, investment bankers, attorneys, accountants and other experts) relating to the
operation of the Fund or to the management of its investments; legal fees and other expenses incurred
in connection with registration and regulatory compliance by the Fund, DoubleBlue, and/or its affiliates
and any related filings required of the Funds or necessitated by their management, operations or
investments (including without limitation Schedules 13F, 13G or 13D, Form PF, Form CPO-PQR and any
TIC Forms or BEA filings, if applicable); research and market data; legal and accounting expenses, auditing
and tax preparation expenses, administration, custodial and prime brokerage expenses and fees and out-
of-pocket expenses of any service company retained to provide fund accounting, bookkeeping and
administrative services, premiums for liability insurance, expenses incurred in connection with annual or
special meetings of the investors in the Funds and other communications with investors; appraisal and
valuation expenses; expenses associated with the termination of the Funds; taxes, fees, or other
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