ITEM 5 – FEES AND COMPENSATION
General Description of Client Compensation
The Adviser is entitled to management fees and/or performance-based compensation from the Adviser’s
Clients. Pursuant to the terms of Client’s operating documents, investors generally pay the Adviser
management fees quarterly in advance in an amount equal to approximately 1% of their net capital balance
as of the start of each quarter. The General Partner is generally entitled to a performance allocation equal
to 25% of the annual increase, if any, in the net asset value of each investor’s capital account in Clients
typically in excess of an annualized 6% hurdle, subject to a high-water mark. The above is a simplified
explanation – further detail regarding calculation of fees can be found in the applicable Client’s offering
documents, which are provided to potential qualified investors.
The fees described above represent the Adviser’s typical compensation rates. The Adviser does waive the
management fee and performance-based compensation with respect to the capital accounts of members,
partners, officers, managers, employees or affiliates of the Adviser or other limited partners and may do so
in the future in its sole discretion.
Fees and compensation paid to the Adviser or its affiliates by Clients are generally deducted from the assets
of Clients. As discussed above, management fees are generally deducted on a quarterly basis and
performance-based compensation is generally deducted on an annual basis or upon a withdrawal of capital
from a Client, if earned.
The Adviser may offer co-investment opportunities alongside Clients, to third parties selected by the
Adviser in its sole discretion, including, without limitation, existing investors of Clients and/or the existing
Other Accounts. Co-investment opportunities may be made available through limited partnerships, limited
liability companies or other special-purpose entities formed to make such investments. The Adviser and its
affiliates may charge higher or lower management fees and/or performance-based compensation (which
may or may not be different than the fees and/or compensation charged to Clients and/or Other Accounts)
in respect of such co-investment opportunities.
See Item 10 for information regarding the allocation of trades and investment opportunities between Clients
and between Clients and the Other Accounts (defined in Item 10).
The Adviser may in the future form additional investment entities, either in South Africa, the United States,
or other jurisdictions, over which the Adviser’s principal, partners, or other related parties may have sole
or joint investment discretion, which may or may not be regulated by the SEC, and from which the Adviser’s
principal, partners, or other related parties may receive fees.
General Description of Client Costs and Expenses
Each Client will bear, or reimburse the Adviser for, all business expenses incurred in the organization of
Clients. Clients shall, subject to the Adviser’s discretion, pay, or reimburse the Adviser and/or its affiliates
for its share of all fees, costs, and expenses (collectively “fees”) determined to be allocable to such Client
by the Adviser, including, without limitation:
(i) accounting, administrative, auditing, valuation, and bookkeeping fees (including, without
limitation, costs of preparing financial statements);
(ii) tax, withholding and transfer fees (without limitation, costs of preparing tax returns and K-1s);
(iii) consulting and other professional fees;
(iv) trading, accounting, and investment research systems and technology fees;
(v) legal and compliance fees, including, without limitation, fees incurred in connection with:
a. Client agreements;
b. any offering of limited partner interests;
c. regulatory registrations;
d. filings (including, without limitation, fees incurred in connection with regulatory filings made
in respect of Clients such as Form PF);
e. qualifications and licensing;
f. Client contracts and investments;
g. any defense of Clients in any inquiry, action or proceeding, and advice;
h. regarding all applicable laws and regulations);
(vi) expenses incurred in connection with the formation of any special purpose vehicles, AIVs and
other investment vehicles;
(vii) expenses incurred in connection with any meetings of investors;
(viii) insurance and bonding fees;
(ix) fees paid to the administrator;
(x) the management fee;
(xi) fees and expenses incurred in connection with Client reporting obligations;
(xii) investment management related fees (including, without limitation, fees incurred in connection
with:
a. the buying, selling, and holding of securities and other investments (including, without
limitation, all custody, accounting, transfer and legal fees, investment banking fees, bank
service fees, commissions, markups and markdowns and interest expense; any other expenses
related to the purchase, sale, borrowing or lending, custody or transmittal of Client assets);
and
b. the discovery, evaluation, acquisition, holding, development, management, monitoring,
refinancing and disposition of proposed or actual investments (including, without limitation,
investment related travel costs, private placement fees, syndication fees, bank charges, closing
and execution costs, sales commissions, appraisal fees, taxes, underwriting commissions and
discounts, brokerage fees and information services).
Expenses incurred on behalf of a subset of Client investors may be allocated exclusively to, or on such
other basis as deemed appropriate by the Adviser in its sole discretion, to such subset of Client investors in
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