Item 5. Fees and Compensation
A. The current fee schedule and investment strategy for the separately managed accounts and
private investment funds we manage is provided below.
• Separately Managed Accounts. Advisory fees are negotiated for single-investor separately
managed accounts, depending upon a variety of factors including the nature and size of the
account and services to be provided.
− Our annual management fees range from 0.16% to 0.70% depending on the
fees that have been mutually agreed with our clients. These fees are generally
payable in arrears, except in limited circumstances where our clients have
agreed to pay us in advance.
− Management fees vary by account, which depending on the account are based
on:
o invested capital;
o invested capital plus remaining capital commitments during the
investment period of underlying fund commitments, and following
the end of such investment period, invested capital; or
o the average monthly value.
− We charge performance fees for specific client accounts if specified
investment portfolio performance conditions, as detailed in the client
investment management agreements, are met. Performance fees are generally
subject to achieving a specified rate of return.
− We do not enter into investment advisory agreements having non-negotiable
fixed terms. Rather, the contract terms are negotiated separately with each
client in an investment management agreement. Fees for the separately
managed accounts that we manage for our affiliated clients are set forth in the
written investment management agreement between us and the respective
client. The client’s obligation to pay fees ceases upon the termination of the
agreement. Fees paid but not earned by us are returnable to the client.
We do not currently manage separately managed accounts for unaffiliated clients. If we were
to manage such accounts for unaffiliated clients, the fees would be subject to negotiation and
might be different from the fees described above.
Private Investment Funds. Advisory fees for our private investment funds are set forth in
the relevant fund’s limited partnership agreement and are generally not negotiable.
However, some large investors have entered into separate investment vehicles on more
favorable economic terms than the investors in certain of our primary funds. These
separate investment vehicles generally invest pro rata on a side-by-side basis with these
primary funds based upon the available capital balance of the primary fund and the separate
investment vehicle. For certain of our funds, we offer management fee discounts to
investors participating in such funds’ early closings. Also, with respect to our fourth fund-
of-funds, management fees discounts were provided to investors represented by the same
consultant provided that the aggregate amount of capital commitments accepted by
GoldPoint of such investors met an agreed upon dollar threshold. The management and/or
administrative fee schedule for the private investment funds we manage is:
− Equity Co-Investment Funds: An annual fee equal to 1.0% of an investor’s capital
commitment payable semi-annually in advance during the fund’s commitment
period; and then an annual fee of 1.0% of an investor’s invested capital thereafter
payable semi-annually in advance through the end of such fund’s term; provided
no management fees may be charged to investors following extension of a fund’s
term beyond its original term plus the two successive one-year periods in which
we are unilaterally permitted to extend its term. Consequently, no management
fees are being charged with respect to our first and second co-investment funds
because investors approved an extension beyond their original terms plus the two
successive one-year periods. The original term of our third and fourth co-
investment fund expired, and we exercised our unilateral right to extend the third
co-investment fund’s term by two successive one-year periods and received
investor consent to extend our third and fourth co-investment fund for two years.
In accordance with their respective limited partnership agreements, we no longer
charge management fees to investors in our third and fourth co-investment funds.
− Mezzanine Funds: For our fifth mezzanine fund, an annual fee equal to 0.75% of
an investor’s capital commitments plus 0.75% of an investor’s actively invested
capital payable quarterly in advance during the fund’s investment period; and then
an annual fee of 1.25% of an investor’s invested capital thereafter payable
quarterly in advance. Investors admitted at the initial closing, including New York
Life, receive a management fee discount for the first twelve months at the rate of
0.50% of an investor’s capital commitments plus 0.50% of an investor’s actively
invested capital, payable quarterly in advance. Investors admitted prior to April
30, 2020 also receive a management fee discount for the first twelve months at the
rate of 0.625% of an investor’s capital commitments plus 0.625% of an investor’s
actively invested capital, payable quarterly in advance. For our prior mezzanine
funds, an annual fee equal to 1.5% of an investor’s capital commitment payable
semi-annually in advance during the fund’s investment period; and then an annual
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