FEES AND COMPENSATION
General
Eaglehill (including any of its GPs) generally receives management fees (“Management Fees”) and may
also receive performance allocations in the form of carried interest (see Item 6 below) in connection with
the investment management and administrative services it provides to the Funds and Co-Investment Funds.
Co-Investment Funds and other investment vehicles may not be subject to the fees, expenses and/or carried
interest allocations described herein.
Management fees, carried interest allocations and other compensation payable to the Firm (including its
GPs) by the Funds or Co-Investment Funds together with other terms governing the management of the
Funds or Co-Investment Funds by the Firm, are established by Eaglehill at the time of the establishment of
the relevant Funds or Co-Investment Funds, as applicable. Specific details of such compensation and its
method of calculation are set out in the offering materials, disclosure documents, management agreements
and/or governing documents of the relevant Funds or Co-Investment Funds. Fee terms or the Funds or Co-
Investment Funds may be changed during the term of the relevant relationship. The share of compensation
earned by Eaglehill or its affiliates in respect of a Fund or Co-Investment Fund may vary among investors
pursuant to the terms of the governing documents, side letter agreements or other arrangements with
specific investors in such Fund or Co-Investment Fund, if applicable, whereby such investors receive direct
or indirect reductions of management fees or other compensation otherwise payable with respect to their
investments managed by the Firm. Such arrangements may include Eaglehill granting certain preferential
terms to certain investors in a Fund or Co-Investment Fund. Where a strategic investor participates in a
Fund or Co-Investment Fund through a dedicated investment vehicle as part of such arrangement, such
vehicle may be granted terms, including management fees or carried interest, that may be more favorable
than those applicable to other investors.
Fees
A Management Fee will be payable by the Fund to the Advisor. During the commitment period, the
Management Fee will be payable quarterly in advance at an annual rate of 1.75% of total commitments.
Thereafter, the Management Fee will be payable quarterly in advance at an annual rate of 1.75% of the
Fund’s actively invested capital. If the term of the Fund is extended for a one-year period, then the
Management Fee will be payable quarterly in advance at an annual rate of 1.25% of the Fund’s actively
invested capital. If thereafter, the term of the Fund is extended for an additional one-year period, then the
Management Fee will be payable quarterly in advance at an annual rate of 0.75% of the Fund’s actively
invested capital.
The Management Fee commences as of the date of the initial closing based on Total Commitments,
regardless of when a limited partner was actually admitted.
Except as set forth below and in the Fund’s offering documents, the Firm will be responsible for routine
overhead expenses of itself and the General Partner, including all compensation and benefits of the
Principals and the Firm’s employees.
The Firm may waive its right to receive all or any portion of the Management Fee, including in respect of
the interests of employees, business associates and other “friends or family” of the senior investment
professionals of the Firm.
Moreover, up to 50% of certain fees received by Eaglehill in connection with its Capital Market Activities
for certain private equity or corporate clients (excluding any such fees earned in connection with services
rendered to any person or entity affiliated or associated with the Founding Limited Partner) (the
“Management Fee Offset Amount”) will be applied as an offset to the Management Fee; provided that the
Management Fee Offset Amount shall be allocated among the Fund and any Subsequent Funds pro rata
based on their respective capital commitments. If the Management Fee is not sufficient to offset any such
fees, any shortfall will be carried forward to reduce future Management Fees until the earlier of such time
as (i) such shortfall is fully offset or (ii) the Firm is no longer entitled to receive the Management Fee from
the Fund. Upon such time that the Firm is no longer entitled to receive the Management Fee from the Fund,
any remaining shortfall shall be paid by Eaglehill to the Fund.
100% of the Fund’s allocable portion of net proceeds attributable to directors’ fees, transaction fees,
acquisition and disposition fees, monitoring fees, origination fees, arrangement fees, break-up fees and any
other fees earned on or relating to the making, disposition or management of investments earned from high-
yielding debt instruments and equity securities in which the Fund has made an investment (whether or not
consummated) will be paid to the Fund.
Costs and Expenses
Generally, a Fund bears all legal, accounting and other fees, costs and expenses of and incidental to
organizing and funding the Fund and the general partner and manager of the Fund up to a certain amount
as set forth in the governing documents and/or Memorandum of the Fund. A Fund will also bear the
operational costs and expenses of the Fund. The Fund will be responsible for its expenses, including, but
not limited to, investment advisory and management fees; administration fees payable to the Fund’s
administrator; expenses incurred in connection with evaluating and pursuing investment opportunities
(whether or not consummated) and making, monitoring and disposing of investments; calculating the
Fund’s net asset value (including the cost and expenses of any independent valuation firm); custodial,
hedging and interest expenses and other execution and trading costs; financing costs and fees, margin calls,
guarantees and similar obligations; expenses of outside counsel and other third-party professionals
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