Item 5: Fees and Compensation
In consideration of the Adviser’s investment advisory and other services, the Adviser receives an advisory
fee from each of the Funds, which is equal to cost plus a 5% markup.
The Adviser and its affiliates generally pay all of their own operating and overhead costs and expenses,
including salaries, benefits, and rent. In addition to any Management Fees payable to the General Partners,
a Fund will incur certain charges imposed by third parties and other expenses. Such expenses may include
(but are not limited to): (i) organizational and liquidation expenses of each Fund; (ii) any sales or other
taxes that may be assessed against the Fund; (iii) commissions or brokerage fees or similar charges incurred
in connection with the purchase or sale of securities, including any merger fees payable to third parties
(whether or not any such purchase or sale is consummated); (iv) fees (if any) and expenses of members of
the Fund’s advisory committee (including travel-related costs and expenses); (v) the costs and expenses
(excluding travel-related expenses, other than travel-related expenses of members of the Fund’s advisory
committee) of hosting annual or special meetings for the Fund’s investors or advisory committee, or
otherwise holding meetings or conferences with investors of the Fund, whether individually or in a group;
(vi) interest expense for borrowed money (if any); (vii) all expenses relating to litigation and threatened
litigation involving the Fund, including indemnification expenses; (viii) expenses attributable to certain
consulting services (other than consulting fees for services that could have been reasonably rendered by the
Adviser, its partners and employees) and to normal and extraordinary investment banking, commercial
banking, accounting, auditing, tax, appraisal, insurance, legal, custodial and registration services provided
to the Fund, including, without limitation, all such services relating to the actual or proposed purchase or
sale of securities by the Fund (whether or not any such purchase or sale is consummated); (ix) other due
diligence expenses (such as market diligence and background checks) with respect to actual or proposed
investments by the Fund, whether or not consummated; (x) “broken-deal” fees and expenses, other than
travel, incurred in connection with proposed investments by the Fund that are not consummated; (xi) fees
payable to any placement agent engaged by the Adviser in connection with the offering of interests in the
Fund (subject to an offset of such amount against the Management Fee payable by the Fund to the General
Partners; and (xii) all other expenses properly chargeable to the activities of the Fund.
Neither the Adviser, nor any of its supervised persons accept compensation for the sale of securities or other
investment products.