Item 5. Fees and Compensation
The Adviser receives Management Fees and Incentive Allocations (each as defined below) from
the Funds. A Fund and/or its portfolio companies also typically reimburse the Adviser and its
affiliates for certain expenses and/or make other payments to the Adviser or its affiliates for
services provided to the Fund and/or its portfolio companies which, in certain circumstances,
reduce the Management Fees payable to the Adviser. Additionally, consistent with each Fund’s
Organizational Documents, the Funds bear certain out-of-pocket expenses incurred by the Adviser
in connection with the services provided to the Funds and/or their portfolio companies. Details
about such fees and expenses are contained in the Organizational Documents of a Fund. Further
details about such fees and expenses are set forth below.
Management Fees
From certain Funds, as compensation for investment advisory services rendered to the Fund, the
Adviser receives an advisory fee (a “Management Fee”) typically calculated based on committed
capital, net asset value, invested capital, or the Fund’s allocable portion of the Adviser’s proposed
budget for Adviser related expenses. Management Fees paid by a Fund may be reduced by Other
Fees (as defined below) or compensation received by the Adviser or its affiliates that relate to such
Fund’s activities and investments, or by other expenses borne by such Fund, as described in more
detail below. Management Fees paid by a Fund are indirectly borne by investors in such Fund.
Management Fees billed to and received from the Funds are payable quarterly in advance.
The precise amount of, and the manner and calculation of, the Management Fees for each Fund
are established by the Adviser and are set forth in a Fund’s Organizational Documents, which are
received by each investor prior to investing in a Fund. The Management Fees and other fees and
distributions described herein are generally subject to modification, waiver, or reduction by the
Adviser in its sole discretion. The fee structures described herein may be modified from time to
time. Unless otherwise agreed with a Fund’s investors, Management Fees will continue to be
payable during any term extensions.
Upon termination of an Advisory Agreement, Management Fees that have been prepaid will
generally be returned on a prorated basis.
The Adviser, in its sole discretion, may waive, reduce, or calculate differently the Management
Fees of investors in the Funds that are employees or former employees of the Adviser or its
personnel (including any related entity established by any of the foregoing, such as trusts,
charitable programs, endowments or related programs, family investment vehicles, and other estate
planning vehicles) (collectively, “Adviser Investors”). Adviser Investors pay for their pro rata
share of certain Fund expenses.
In addition, the Adviser and its affiliates from time to time earn fees and other income, including
in-kind payments of cryptocurrencies, for services provided or related to Fund Investments (as
defined in Item 8 below) or in connection with Investments or prospective Investments, such as
advisory fees, consulting fees, transaction fees, monitoring fees, servicing fees, directors’ fees or
any similar fees (collectively, “Other Fees”). To the extent the Adviser or its affiliates do receive
Other Fees, the Management Fees paid by the Funds will generally be reduced by the allocable
portion of such Other Fees as determined by a Fund’s relevant investment compared to that of
other Funds and/or third parties. Other Fees may be substantial. The amount and manner of the
foregoing reductions are set forth in the Organizational Documents of a Fund. Generally, the
amount of such Other Fees will not (except in connection with the reductions described herein) be
disclosed to investors in the Funds. For the avoidance of doubt, unless otherwise provided in a
Fund’s Organizational Documents, any fees paid to the Adviser or its personnel after a Fund has
exited an Investment are not considered “Other Fees” and do not reduce the Management Fee.
From time to time the Adviser may maintain the amounts associated with Other Fees in accounts
that bear interest before such amounts are offset. Any such interest is not considered “Other Fees”
and does not reduce the Management Fees or otherwise benefit the Funds or their investors.
Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons
who are or become unaffiliated with the Adviser (even if any such fee is earned during their tenure
with the Adviser) are not considered “Other Fees” and do not reduce the Management Fees or
otherwise benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of
Adviser Personnel or other persons who are currently affiliated with the Adviser prior to their
association with the Adviser (even if any fee received in kind is realized or otherwise converted to
cash during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the
Management Fees or otherwise benefit the Funds or their investors.
Expenses
Adviser Expenses
The Adviser bears certain expenses and costs associated with the performance of its services,
including expenses related to the Adviser’s office space and utilities, and secretarial, clerical, and
other personnel, except those referenced below in “Fund Expenses.”
Fund Expenses
Consistent with the Organizational Documents of the Funds, each Fund bears all costs and
expenses incurred by such Fund, its general partner, and the Adviser on behalf of a Fund (except
for those expenses borne by the Adviser, as noted above), including, without limitation, (i)
Management Fees; (ii) expenses related to the research, due diligence (including third-party
diligence software and service providers) and monitoring of actual and prospective investments
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