Item 5 – Fees and Compensation
In general, One Thousand & One Voices receives a management fee from each of the Funds that it manages
as compensation for the investment advisory services rendered to the applicable Fund. One Thousand &
One Voices also typically receives performance-based compensation or carried interest to the extent
provided by the applicable Offering Documents for such Fund, which is discussed below under “Performance
Based Fees.”
The precise amount, the manner of calculation and the manner and timing of payment of any such
management fee or carried interest for each such Fund are established by One Thousand & One Voices,
as modified by negotiations with investors in the applicable Fund and are set forth in such Fund’s Offering
Documents provided to each investor prior to investment in such Fund.
One Thousand & One Voices earns an annual management fee paid quarterly in advance by the Africa
Fund of 2% of the total committed capital until the earlier of the termination of the Fund’s investment
period or launch of a successor fund, as described in the Fund’s Limited Partnership Agreement and
thereafter, a 2% of the total invested capital (total commitments drawn reduced by the amount of capital
contributions attributable to investments that have been disposed of (and which not been reinvested) or
written off). The Africa Fund’s investment period ended September 18, 2022.
One Thousand & One Voices earns an annual management fee which will be paid quarterly in advance by
the Credit Fund of 1.5% of the total committed capital of each Limited Partner during the investment period
of the fund and, thereafter, equal to 1.5% of the aggregate amount of capital contributions of such Limited
Partner in respect of investments that have not been disposed of or written down. The Credit Fund’s
investment period ended December 6, 2022.
In limited circumstances, One Thousand & One Voices has, and may in the future, negotiate lower
management fees with certain strategic Investors. The management fee is paid whether or not the Funds
are profitable.
One Thousand & One Voices and their principals may receive compensation attributable to the Funds’
investments, including director fees, transaction fees and other fees. A portion of these additional fees is
used to offset and reduce the management fees paid to One Thousand & One Voices.
In general, the Funds bears certain costs, expenses, liabilities and obligations in connection with its
operation, activities and investments of the Funds including but not limited to (a) the management fees
and organizational expenses; (b) the costs and expenses relating to temporary investments or investments
(including travel and entertainment expenses and all liabilities and obligations related to all leverage),
including the identification, evaluation, negotiation, due diligence, acquisition, holding, monitoring and
disposition thereof; (c) unconsummated transaction expenses; (d) premiums for insurance protecting the
Funds, One Thousand & One Voices, any of their respective affiliates, and any of their respective officers,
directors, members, partners, employees and agents, from liabilities to third persons in connection with
the affairs of the Funds; (e) legal, custodial, consulting, banking and accounting expenses; (f) auditing and
tax expenses, including expenses for preparation of a Fund’s financial statements, tax returns and filings
(including Schedule K-1s), and otherwise associated with reporting and providing information to Investors
(including any software or online data portal used in connection with such reporting); (g) appraisal
expenses; (h) expenses related to organizing and maintaining entities (including any holding vehicle or
alternative investment vehicle) through or in which investments will be made; (i) reasonable expenses of
the Funds’ investment committee, conflicts review board and advisory board; (j) costs and expenses that
are classified as extraordinary expenses under generally accepted accounting principles; (k) damages
suffered or incurred by the Funds; (l) taxes or other governmental charges payable by or on behalf of the
Funds, including those related to compliance with the requirements of the AIFMD applicable to a Fund and
its activities, as implemented in any relevant jurisdiction and including any secondary legislation,
regulations, rules and/or associated guidance, and any related requirements; (m) costs of reporting to the
Limited Partners and of the annual meeting of the Limited Partners; (n) costs of winding up, liquidating
and dissolving the Funds; (o) all fees, costs, expenses, liabilities and obligations with respect to obtaining
leverage, including principal, interest, placement, financing, commitment, origination and similar fees and
expenses associated with the borrowing of funds or guarantees to the extent permitted in the applicable
Offering Documents, or other credit arrangement (including any line of credit, loan commitment or letter
of credit for a Fund or related to any Investment (or any underlying asset), (p) any reserves established
by the Funds to fund any of the foregoing costs and expenses (q) broken deal, termination and other
similar fees and expenses, (r) unreimbursed costs and expenses incurred in connection with any transfer
or proposed transfer of interests, (s) expenses incurred in connection with any restructuring or amendments
to the constituent documents of a Fund and affiliated investment vehicles of the Fund, as is further set
forth in the applicable Offering Documents, to the extent necessary to implement a restructuring or
amendment of such documents, (t) costs incurred by a Fund in connection with a defaulting Partner, (u)
all expenses and costs incurred in connection with any regulatory filings required to be made in respect of,
or compliance costs directly related to, a Fund or any alternative investment vehicle (including Form PF),
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