Item 5 Fees and Compensation
Management Fee: In accordance with the Limited Partnership Agreement for the applicable Primary Fund, for
the period beginning as of the initial drawdown of a Fund through the earlier of the end of the investment period
for such Fund or the date the General Partner holds a closing admitting third party members to a successor fund,
JFLCO receives an annual management fee from the Primary Fund equal to 2% of total capital commitments of
the applicable Fund. Capital commitments are the amount contractually committed to a Fund by the limited
partners of the Fund (the "Limited Partners") and the general partner. Thereafter, the management fee is either (i)
for Fund IV, 2% of funded capital contributions that were used to fund the costs in portfolio companies of such
Fund (other than the portion of a portfolio investment that represents an unrealized loss), or (ii) for all prior
funds, 2% of funded capital contributions that were used to invest in the portfolio companies of such Fund and
remain invested in the portfolio companies. The management fee is payable quarterly in advance from
drawdowns of the Limited Partner's unfunded capital commitments and are subject to certain reductions. Such
reductions include, among other things, certain fees paid to JFLCO by portfolio companies of the Fund as further
described in "Other Fees" below. Typically, the Executive Funds and Co-Investor Funds do not pay management
fees.
Dispositions: For the Primary Funds, upon the disposition of a portfolio investment, all distribution, in-kind
securities, dividends, interest or other income are proportionately distributed to the Limited Partners up to 100%
of their aggregate capital contributions to the Fund plus a preferred return of 8% per annum, compounded
annually on such aggregate capital contributions. The General Partner then receives any remaining funds up to
20% of the amounts paid to the Limited Partners. All remaining proceeds are then allocated 80% to the Limited
Partners and 20% to the General Partners. All distributions by the Executive Funds or Co-Investor Funds are pro-
rata based on the capital commitment of the partner. Upon termination of a Primary Fund, generally the General
Partner would be required to return to the applicable Fund distributions of carried interest previously received by
the Fund to the extent that they exceed the amounts that should have been distributed to the General Partner as
carried interest applied on an aggregate basis covering all transactions of such Fund. In no event, will the General
Partner be required to return more than cumulative carried interest distributions received by the General Partner,
net of income taxes.
Other Expenses: JFLCO pays all normal operating expenses incurred for day-to-day administrative services to
the Funds including overhead and expenses related to the analysis of potential investments; provided, however,
that the Funds bear third party expenses incurred in connection with transactions not consummated and
organization expenses up to an agreed amount.
Other Fees: JFLCO receives fees from the portfolio companies. These fees include; transaction fees, monitoring
fees, certain cost reimbursements and other similar advisory related fees. All such fees are allocated between the
Fund and any related Co-Investor Funds on the basis of capital committed by each to the relevant portfolio
company. For Fund IV, 100% of these fees paid by the portfolio companies to JFLCO or its related persons, net
of expenses, are applied to reduce the management fee otherwise payable; for prior funds, subject to a budget-
based formula, 50% (and in some cases 100%) of the allocable portion of these fees paid by the portfolio
companies to JFLCO or its related persons, net of expenses, are applied to reduce the management fee otherwise
payable. Management fee reductions will be carried forward if necessary.
All base and performance fees assessed to the Funds are fully disclosed to investors in the respective Fund's
Private Placement Memorandum, Limited Partnership Agreement and in Investor Subscription documents.