Item 5 - Fees and Compensation
A. Compensation and Fee Structures
All Investors and prospective investors should review the Governing Documents of each Fund in
conjunction with this Brochure for complete information on the fees and compensation payable with
respect to a particular Fund. Different Funds and advisory accounts may be subject to different
management fees and administrative fees as compensation for the investment advisory services
rendered to the applicable Fund. OnePrime Capital also receives performance-based
compensation from the Funds as described further in Item 6, “Performance-Based Fees and Side-
by-Side Management”.
The precise amount, timing and calculation of the management fees owed by each Fund are
established by OnePrime Capital and are set forth in such Fund’s Governing Documents. In certain
circumstances, the advisory fees payable to OnePrime Capital may vary among investors within a
Fund and may be negotiable. Investors and prospective investors in each Fund should note that
similar advisory services may (or may not) be available from other investment advisers for similar or
lower fees.
All Funds (and their Investors) are “qualified purchasers” as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended (the “Company Act”).
The fees and compensation payable to OnePrime Capital are negotiable and vary among its Funds.
However, the range of compensation is generally as follows:
1. Management Fee
With respect to Funds, OnePrime Capital typically receives a quarterly asset-based
management fee calculated as a percentage of the aggregate capital commitments from all
Investors, payable quarterly in advance. The management fee is generally between 0% to 2%
annually.
2. Administrative Fee
With respect to Co-Investment Funds, OnePrime Capital may not receive a management fee and
therefore receives an administrative fee calculated as a percentage of the aggregate capital
commitments from all Investors, payable quarterly in advance. The administrative fee is
generally 0.1% annually.
3. Performance-based Fees
Each Fund’s general partner or manager, as applicable, generally receives carried interest equal
to a percentage of all realized net profits, as described more fully in each Fund’s Governing
Documents. The carried interest in generally subject to a clawback at the end of life of a Fund if
the general partner or manager, as applicable, has received excess cumulative distributions.
In addition, the general partner or managing member of a Fund may form co-investment or other
vehicles that may provide for different terms and conditions than those set forth in the limited
partnership agreement or operating agreement for the Fund including, but not limited to, reduced or
waived fees.
B. Deduction of Fees; Timing of Payments; Termination
Management fees, performance-based fees (carried interest), and third-party fees (discussed
below) are deducted from Funds’ assets.
OnePrime Capital is authorized under the Governing Documents of each Fund to charge and deduct
management and administrative fees directly from the Funds or borrow funds for such purposes.
Payment of management and administrative fees are generally made quarterly in advance or as an
initial one-time management fee and in accordance with negotiated terms between OnePrime
Capital and each respective Fund. Please refer to the Governing Documents of each of the Funds
for complete information on the timing of advisory, management fee payments.
A Fund may pay carried interest in accordance with the terms of its Governing Documents.
C. Other Fees and Expenses
In addition to the management, administrative, advisory service fees and performance-based
compensation payable to OnePrime Capital, each Fund may incur and/or bear certain charges and
other expenses as set forth in the Governing Documents of the Fund. These fees and expenses may
include, but are not limited to: a) the organizational expenses and placement fees (in some
instances provided that 100% of the placement fees paid (if any) by a Fund will be offset against
Management Fees otherwise payable to OnePrime Capital); (b) fees and expenses associated with
the operation and administration of a Fund including, without limitation, fees and expenses of
custodians, counsel, prime brokers, valuation agents, banks, agents, tax advisors, auditors,
administrators, consultants, compliance firms, information technology providers, depositaries and
accountants (including, without limitation, shadow accountants), depositaries (including costs,
fees and expenses related to appointments or changes of a depositary, representative or paying
agents appointed pursuant to applicable laws and the implementation thereof), and other similar
advisors; (c) costs, fees, liabilities, obligations, and expenses incurred in identifying, investigating,
developing (including any retainers, success and finder’s fees and other compensation paid to
contractors, senior advisors, joint venture partners, and sourcing and operating partners),
evaluating, arranging, organizing, negotiating, structuring, studying (including any market studies),
consummating, trading, financing, refinancing (including any brokerage, borrowing, and financing
fees or expenses), diligencing (including any subscriptions to periodicals or databases), acquiring,
originating, sourcing, bidding on, owning, managing, monitoring, operating, settling, holding
(including any loan servicing fees), valuing, restricting, trading, hedging, taking public or private,
selling, valuing (or potentially selling), appraising, registering (including notary costs), restructuring,
syndicating, winding up, liquidating, dissolving, or otherwise disposing of, as applicable, the
portfolio companies and/or a Fund’s actual or potential Investments (regardless of whether such
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