ITEM 5 – FEES AND COMPENSATION
Management Fee from the Funds
As further described in the Limited Partnership Agreement for each Fund, Intersection may
be entitled to receive an annual management fee (the “Management Fee”) from the Funds.
Intersection is permitted at any time and in its sole and absolute discretion, may defer all
or any portion of the aggregate Management Fee (or other fees received) by a Fund, and
may defer, waive, reduce or calculate differently all or a any portion of the Management
Fee (or other fees received) with respect to any Investor.
The Management Fee can be paid from drawdowns of capital commitments, from
borrowings incurred by the Funds, or from proceeds that would otherwise have been
distributable by, or other available assets of, the Funds.
Ventures I Fund Management Fee
Intersection will be paid a Management Fee by the Ventures I Fund. The Management Fee
will be paid quarterly in advance. The Management Fee will be calculated at a rate equal
to 1% per annum of the aggregate capital commitments until the end of the Investment
Period of the Ventures I Funds. The Investment Period of the Ventures I Fund closed on
June 30, 2024.
In general, following the Investment Period until the final liquidating distribution of the
Ventures I Fund, the Management Fee will be calculated at a rate of 1% per annum of the
net invested capital of the Ventures I Fund as of the date of such quarterly payment.
In general, neither Intersection, the General Partner of the Ventures I Fund, nor Scott
Fletcher will accept transaction fees, break-up fees or directors’ fees directly from any
Portfolio Company. Notwithstanding the foregoing, such parties may accept and receive
monitoring fees or other similar compensation from a Portfolio Company or fees or
compensation from parties other than Portfolio Companies (even if such fees or
compensation relate to or arise in connection with Portfolio Companies and/or services
thereto), which amounts shall not be waived or offset against the Management Fee.
For the avoidance of doubt, Intersection (or an affiliated entity, such as Intersection Growth
Partners, LLC (“IGP”) – as further described in Item 8 and Item 9) may provide services
to the Portfolio Companies including, but not limited to, executive search, organizational
design, policy and consulting services (collectively, “Affiliate Services”); and any
compensation received by Intersection or IGP for performing Affiliate Services will not be
offset against Management Fees; and the Funds will not be entitled to any portion of such
compensation.
Other Ventures I Fund Expenses
The Ventures I Fund shall pay the following costs and expenses incurred by, in connection
with or on behalf of the Ventures I Fund: (i) legal, auditing, accounting, administration,
bookkeeping, investment banking, consulting, investment banker’s or finder’s, custody,
transfer, registration or other third-party fees and expenses of the Ventures I Fund,
Intersection, and the General Partner of the Ventures I Fund (in the case of the General
Partner of Ventures I Fund and Intersection, accrued in connection with its responsibilities
and obligations to and on behalf of, or otherwise in connection with, the Ventures I Fund);
(ii) expenses associated with the preparation and delivery of the Ventures I Fund’s financial
statements, tax returns, annual Internal Revenue Service Schedule K-1s and other
communications with the Investors; (iii) expenses associated with annual and special
meetings of the Investors; (iv) expenses associated with third-party financial and
accounting service providers to the Ventures I Fund; (v) reasonable travel expenses
associated with the Ventures I Fund’s investment activities; (vi) all expenses associated
with attending industry conferences and marketing expenses for trade associations; (vii)
costs of all governmental returns, reports and filings; (viii) commissions or brokerage fees
or similar charges associated with the acquisition, holding and disposition of the Ventures
I Fund’s investments; (ix) formation and operating costs of alternative investment vehicles
and blockers organized in connection with Ventures I Fund investments; (x) any taxes, fees
or other governmental charges levied against the Ventures I Fund; (xi) broken deal
expenses; (xii) any costs or expenses incurred by or on behalf of the Ventures I Fund in
investigating, developing, negotiating and structuring prospective or potential investments,
whether or not subsequently actively pursued or ultimately made; (xiii) premiums for
liability or other insurance to protect the Ventures I Fund, the General Partner of the
Ventures I Fund and any of their respective affiliates; (xiv) compliance costs and expenses
of the Ventures I Fund, the General Partner of the Ventures I Fund and Intersection
(accrued in connection with its responsibilities and obligations to and on behalf of the
Ventures I Fund); (xv) Management Fees; and (xvi) any extraordinary expenses (such as
certain valuation expenses, litigation expenses or indemnification payments). Expenses
incurred by, in connection with or on behalf of the Ventures I Fund not enumerated above
may be paid by the Ventures I Fund with the approval of the General Partner of the
Ventures I Fund. The Ventures I Fund will also bear all organizational expenses (including
any legal, reasonable travel, accounting, printing, filing, and other expenses) incurred in
the formation of the Ventures I Fund. The payment by the Ventures I Fund of Ventures I
Fund expenses shall be due and payable on a regular basis as billed to the Ventures I Fund.
All Ventures I Fund expenses paid by the Ventures I Fund shall be made against
appropriate supporting documentation. For the avoidance of doubt, the General Partner of
the Ventures I Fund and Intersection shall be entitled to full reimbursement of any of the
foregoing expenses they incur, advance or pay on behalf of, or in connection with, the
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