FEES AND COMPENSATION
General
JAC (including any of its GPs) will generally receive 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, will be established by JAC 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 will be set out in the offering materials, disclosure documents, management
agreements and/or governing documents of the relevant Funds or Co-Investment Funds. Fee terms of the
Funds or Co-Investment Funds may be changed during the term of the relevant relationship. The share of
compensation earned by JAC 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 may
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 JAC 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. While still currently being finalized, the
proposed fee structure is as follows:
YEAR FEE
Year 1 1.25% on assets
Year 2 1.00% on assets
Year 3 0.50% on assets
Year 4 0.50% on assets
Year 5 0.25% on assets
JAC generally expects that to deduct fees from the assets of each Fund, and the Management Fee will be
payable quarterly in advance. Upon redemption, JAC intends to refund fees for any period of time JAC did
not provide services and only charge for the actual period of time JAC provided investment advisory
services.
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.
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 will bear 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
(including expenses of consultants and experts) relating to the Fund or proposed or consummated Fund
investments; expenses incurred in connection with regulatory filings (including preparation and filing of
Form PF pursuant to the Investment Advisers Act); expenses of external accountants, auditors and tax
professionals; expenses relating to any audit, investigation, governmental inquiry or public relations
undertaking; the costs and expenses of any litigation relating to the activities, interests or operation of the
Fund and the amount of any judgments or settlements paid in connection therewith (including, without
limitation, indemnification paid); due diligence, research and investment-related travel expenses; fees and
expenses of the Fund’s valuation experts; software and development costs; insurance (including investment
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