Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Agreement
of Limited Partnership. A brief summary of such fees is provided below.
Management Fee
MKH Capital Partners is paid an investment management fee (“Management Fee”) per annum
of the net asset value of the Funds. The Investment Manager is paid a 2% investment
management fee (“Management Fee”) per annum on the capital balance of Class A Limited
Partners.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any Investor.
Other Types of Fees or Expenses
MKH Capital Partners is authorized to incur and pay in the name and on behalf of the Funds
all expenses which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
“Partnership Expenses” means all fees, costs, expenses, liabilities and obligations relating to
the Fund and/or its activities, business, Portfolio Companies or actual or potential
investments, including with respect to any Person formed to effect the acquisition and/or
holding of a Portfolio Company (to the extent not borne or reimbursed by a Portfolio
Company or potential Portfolio Company), including all fees, costs, expenses, liabilities and
obligations relating or attributable to: (i) activities with respect to the structuring, organizing,
negotiating, consummating, financing, refinancing, acquiring, bidding on, owning, managing,
monitoring, operating, holding, hedging, restructuring, trading, taking public or private,
selling, valuing, winding up, liquidating, or otherwise disposing of, as applicable, Portfolio
Companies and the Fund’s actual and potential investments (including Follow-On
Investments) or seeking to do any of the foregoing (including any associated legal, financing,
commitment, transaction or other fees and expenses payable to attorneys, accountants,
investment bankers, lenders, third-party diligence software and service providers, consultants
and similar professionals in connection therewith and any fees and expenses related to
transactions that may have been offered to co-investors), whether or not any contemplated
transaction or project is consummated and whether or not such activities are successful; (ii)
indebtedness of, or guarantees made by, the Fund, the Manager or the General Partner on
behalf of the Fund (including any credit facility, letter of credit or similar credit support),
including interest with respect thereto, or seeking to put in place any such indebtedness or
guarantee; (iii) financing, commitment, origination and similar fees and expenses; (iv) broker,
dealer, finder, underwriting (including both commissions and discounts), private placement
fees, sales commissions, investment banker, finder and similar services; (v) brokerage, sale,
custodial, depositary, trustee, record keeping, account and similar services; (vi) legal,
accounting, research, auditing, administration (including fees and expenses associated with
the Fund’s third-party administrator and administration or reporting software, if any),
information, appraisal, advisory, valuation (including third-party valuations, appraisals or
pricing services), consulting (including consulting and retainer fees and other compensation
paid to consultants performing investment initiatives and other similar consultants), tax and
other professional services; (vii) reverse breakup, termination and other similar fees; (viii)
directors and officers liability, errors and omissions liability, crime coverage and general Fund
liability premiums and other insurance and regulatory expenses; (ix) filing, title, transfer,
registration and other similar fees and expenses; (x) printing, communications, marketing and
publicity; (xi) the preparation, distribution or filing of Fund-related or investment-related
financial statements or other reports, tax returns, tax estimates, Schedule K-1s, or any other
administrative, compliance or regulatory filings or reports , or other information, including
fees and costs of any third-party service providers and professionals related to the foregoing;
(xii) developing, licensing, implementing, maintaining or upgrading any web portal, extranet
tools, computer software or other administrative or reporting tools (including subscription-
based services) for the benefit of the Fund or the Limited Partners; (xiii) any activities with
respect to protecting the confidential or non-public nature of any information or data,
including Confidential Information; (xiv) indemnification (including any fees, costs and
expenses incurred in connection with indemnifying any Partner or other Person pursuant to
Section 6.7 or otherwise and advancing fees, costs and expenses incurred by any such Person
in defense or settlement of any claim that may be subject to a right of indemnification
pursuant to this Agreement), except as otherwise set forth in this Agreement; (xv) actual,
threatened or otherwise anticipated litigation, mediation, arbitration or other dispute
resolution process, including any judgment, other award or settlement entered into in
connection therewith; (xvi) except as otherwise determined by the General Partner in its sole
discretion, any fee, cost, expense, liability or obligation relating to any Alternative Investment
Vehicle or its activities, business, portfolio companies or actual or potential investments (to
the extent not borne or reimbursed by a portfolio company of such Alternative Investment
Vehicle) that would be a Fund Expense if it were incurred in connection with the Fund; (xvii)
...