Item 5 Fees and Compensation
Fee Schedules
Praesidian Capital charges fees to its clients for its investment advisory and management services
(“Management Fees”) and Praesidian Capital or its affiliates may also receive a carried interest (“Carried
Interest” and together with Management Fees, “Compensation”) from its clients. A portion of the
Compensation received by the Firm and its affiliates is shared with certain unaffiliated capital partners
and senior employees of the Firm. The Compensation charged to the clients is determined through
negotiations with Client Investors and is set forth in the Client Documents. Management Fees range
from 1.25% to 2.00% per annum of (A) the committed capital of the client during an initial agreed upon
time period and (B) the invested capital of the client thereafter and are paid on a quarterly basis in
advance, with the exception of the Bridge Fund, which has no Management Fee. Also, the Firm or its
affiliates are generally entitled to receive carried interest of 15 - 20% (subject to a minimum return of
8%) which is paid as earned and charged in compliance with Rule 205-3 promulgated under the Advisers
Act.
All investors and prospective investors should review the Governing Documents of the relevant
Praesidian Capital Fund in conjunction with this brochure for complete information on the fees and
compensation payable with respect to a particular Praesidian Capital Fund. Different Praesidian Capital
Funds may be subject to different management fees and performance-based compensation
arrangements. In limited circumstances, the advisory fees payable to Praesidian Capital by individual
investors in the Praesidian Capital Funds may be negotiable. All clients are “qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and therefore Praesidian Capital has not included specific fee information in response
to this Item.
Deduction of Fees; Timing of Payments; Termination
As a general matter, Praesidian Capital will charge and deduct advisory fees directly from the
Praesidian Capital Funds pursuant to the terms of the Governing Documents.
Payment of advisory fees is generally made quarterly in advance and in accordance with the terms of
the Governing Documents. Please refer to the Governing Documents of each of the Praesidian
Capital Funds for complete information on the timing of advisory fee payments.
The agreement pursuant to which Praesidian Capital provides advisory services to a Praesidian
Capital Fund may generally only be terminated upon the termination of the limited partnership
agreement of such Praesidian Capital Fund. Accordingly, the Governing Documents of each Praesidian
Capital Fund do not contain any provision for refunds of any advisory fees.
Other Fees and Expenses
In addition to the advisory fees payable to Praesidian Capital, each Praesidian Capital Fund will incur
certain charges imposed by third parties, including, but not limited to, (a) expenses incurred in the
offering of partnership interests in the Praesidian Capital Fund; (b) fees and expenses of administrators,
custodians, outside counsel, consultants, accountants and other similar outside advisors; (c) costs and
expenses incurred in pursuing any transaction by, for or on behalf of the Praesidian Capital Fund
(regardless of when incurred and whether such transaction is consummated), including any
unreimbursed travel expenses; (d) costs and expenses incurred in holding, managing or selling portfolio
investments or temporary investments; (e) costs and expenses of reporting to the limited partners of the
Praesidian Capital Fund and of any meetings of the limited partners and any advisory committee; (f)
any taxes, fees or other governmental charges levied against the Praesidian Capital Fund; (g) all
expenses incurred by the tax matters partner (including professional fees for such accountants,
attorneys and agents as the tax matters partner in its discretion determines are necessary to or useful
in the performance of its duties in that capacity); (h) all other costs and expenses as provided in the
Governing Documents of the Praesidian Capital Fund (such as costs of insurance, litigation, winding up
and liquidation). The organizational expenses (generally up to a capped amount as provided in the
relevant Praesidian Capital Fund’s Governing Documents) of the Praesidian Capital Fund, its general
partner and Praesidian Capital are paid by the Praesidian Capital Fund. Any transaction-related fees,
such as break-up fees, director fees and monitoring fees, received by the Firm in connection with a
client’s investments will offset the Management Fees charged to such client (100% for SBIC funds, 80%
for non-SBIC funds based in the U.S. and 100% for Praesidian Capital Europe).
The section below titled “Brokerage Practices” describes the factors Praesidian Capital considers in
selecting or recommending broker-dealers and determining the reasonableness of their compensation.
Transaction-Based Compensation
Neither Praesidian Capital nor its supervised persons will receive any compensation with respect to
the purchase or sale of securities or other investment products by any of the Praesidian Capital
Funds. Please refer to the subsection titled “Economic Benefits Received from Third Parties” below
for information on other types of compensation that Praesidian Capital may receive with respect to
investments by the Praesidian Capital Funds.