Fees and Compensation
Only one Fund, namely IPG Cayman LP (the “Flagship Fund”), is charged a “management fee.”
This management fee is calculated differently than a standard management fee charged to a private
investment fund in that it operates similar to an annual budget (the “Annual Budget”). In particular,
in calculating the Annual Budget for a fiscal year, the Flagship Fund’s limited partners assist in
determining the Adviser’s annual operating budget for such fiscal year, which is based on, among
other things: (a) the projected operating expenses of the Adviser; (b) the projected administrative,
audit and regulatory fees and expenses of the Flagship Fund; and (c) a forecast of the positions of:
(i) the Flagship Fund; (ii) the general partner of the Flagship Fund (the “General Partner”); and
(iii) the Adviser. The Annual Budget for each fiscal year is subject to the approval of: (A) the
affirmative vote of a majority of the members of the Adviser’s board of directors who are present
at such meeting of the board (a majority of the members of the Adviser’s board of directors are
designated by certain limited partners of the Flagship Fund); and (B) the General Partner. Payment
of the Annual Budget is deducted from the capital accounts of the limited partners of the Flagship
Fund.
Expenses
Annual Budget
In general, the Flagship Fund is responsible for paying for and/or reimbursing any and all expenses,
costs and liabilities incurred in the conduct of the business of the Flagship Fund and its
subsidiaries, as well as any and all expenses, costs and liabilities incurred in the conduct of the
business of the General Partner, including any and all amounts payable by the General Partner on
behalf of the Flagship Fund: (a) to the Adviser pursuant to the terms of the Flagship Fund’s
management agreement; and (b) in connection with or otherwise relating to operating the Flagship
Fund and its subsidiaries, including, but not limited to, expenses, costs and liabilities relating to:
insurance, due diligence, investments, transactions, compliance, legal, accounting, auditing,
custodians, brokerage, banking, borrowing, management, operations, travel and all other expenses,
costs and liabilities in connection with or otherwise relating to operating the Flagship Fund and its
subsidiaries.
The above is an example of the types of expenses, costs and liabilities incurred in the conduct of
the business of the Flagship Fund and the other Funds.
Further, in general, the expenses, costs and liabilities associated with the: (a) conduct of the
business, property and affairs of each other Fund, including those of the Adviser in its capacities
as the general partner or the manager and the investment adviser thereto, are the responsibility of
the investors of such other Fund; and (b) management of each investment management agreement
are the responsibility of the private fund client party thereto.
Further details regarding the expenses paid or reimbursable with respect to: (i) each Fund are
contained in such Fund’s Governing Documents; and (ii) each private fund client are contained in
such private fund client’s investment management agreement.
Co-Investment Vehicle Expenses
In certain cases, a co-investment vehicle, or other similar vehicle, established to facilitate an
investment alongside, or in place of, a Fund may be formed in connection with a transaction. In
the event a co-investment vehicle is created, the investors in such co-investment vehicle will
typically bear all expenses related to its organization and formation and other expenses incurred
solely for the benefit of the co-investment vehicle.
Expense Allocation
Expenses that are attributable to more than one Fund are generally allocated among such Funds in
such manner as the Adviser deems equitable, including equitable over time. The Adviser’s General
Counsel is responsible for overseeing the fee and expense allocation process. The Adviser makes
capital calls to Fund investors for Fund expenses, including, in the case of the Flagship Fund, their
respective shares of the Annual Budget.
Portfolio Company Fees
From time to time, the Adviser may be reimbursed for work performed by the Adviser in respect
of its underlying portfolio companies, and may charge transaction fees to cover costs incurred.
These services are offered and performed on a deal-by-deal basis and include but are not limited
to in-house legal services, business administration, and other start up services.
For further discussion of brokerage fees, commissions and other related transaction costs and
expenses, please refer to Item 12 – Brokerage Practices and Fund Governing Documents
Notwithstanding anything contained in this Brochure, all fees and expenses are controlled
by the applicable Governing Documents. If any conflict between the Governing Documents
and this Brochure exists, the Governing Documents shall control. Investors are strongly
advised to refer to the Governing Documents for a more in-depth description of all fees and
expenses.