Item 5: Fees and Compensation
The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. Additionally, consistent with the
Governing Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the
Adviser in connection with the services provided to the Fund and/or the portfolio companies. Below is a
discussion of how the Adviser is generally compensated in connection with providing advisory services
to the Funds. The information contained herein is a summary only and is qualified in its entirety by the
Funds’ Governing Documents. Investors and prospective investors are advised that they should consult
with their own legal, financial, tax, and other advisers when making any investment decision.
Management Fees
For its services to each Fund, the Adviser receives a management fee (the “Management Fee”) which is
based on a percentage of capital commitments. 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 such Fund’s
Governing Documents received by each investor prior to making investment in such Fund. Typically, the
Adviser will prepare detailed quarterly budgets for the upcoming fiscal year including normal operating
expenses to be incurred for each Fund. The Funds each have an advisory board comprised of
representatives designated by the Adviser and comprised of three to five representatives of unaffiliated
investors in the Fund (the “Advisory Board”). The Advisory Board approves the budget prepared by the
Adviser provided that the annual fee percentage is between 1% and 2.5%. The fee is generally paid
quarterly in advance from the initial closing date until the termination of the Fund.
Management Fees paid by a Fund may also be reduced by other fees or compensation received by the
Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain organizational
or other expenses borne by such Fund, as described in more detail below.
The Adviser will refund any pre-paid Management Fees by a Fund if the Advisory Agreement with such
Fund is terminated before the end of the billing period. Management Fee refunds are calculated on a pro-
rata basis for partial periods.
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 via side letters and other
arrangements, which may not be disclosed to other investors in the same Fund. The fee structures
described herein may be modified from time to time. Fees may differ from one Fund to another, as well
as among investors in the same Fund.
Other Fees
Additionally and as more fully described in the Funds’ Governing Documents, the General Partners of the
Funds, the Adviser, or any of the Principals shall have the right to contract for and receive directors’ fees or
consulting fees, break-up fees, topping fees, investment banking fees, acquisition or disposition fees, or
equivalent compensation or other similar fees in connection with investments made by the applicable Fund
or from portfolio companies (whether paid in cash or in-kind), collectively, (“Fees Subject to Offset”);
provided, however, that 100% of the amount of such Fees Subject to Offset so received, net of applicable
related expenses (without duplication) shall reduce on a dollar-for-dollar basis any future payment of the
Management Fee due. Fees Subject to Offset shall not include fees paid to an individual whose primary
relationship with the Adviser is as a mere “venture partner”, “entrepreneur-in-residence”, “executive-in-
residence”, “consultant”, “contractor” or “adviser” (as those terms are generally understood in the venture
capital industry); provided, however, that for the avoidance of doubt fees received by fulltime, permanent
employees of the Adviser shall be considered Fees Subject to Offset.
Expenses
Adviser Expenses
To the extent provided in the Advisory Agreements and the Governing Documents of the Funds, the
Adviser will pay out of Management Fees the following normal overhead and administrative expenses
incurred by the Management Company or its Affiliates in connection with the management of the
Partnership: (i) salaries and wages of the employees of the Partnership, the General Partner, the
Management Company and their respective Affiliates; (ii) rentals payable for space used by the
Management Company or the Partnership; and (iii) expenditures for equipment used by the Management
Company or the Partnership.
Fund Expenses
The Adviser and its affiliates generally pay all of their own operating and overhead costs and expenses,
including salaries, benefits, and rent. In addition to any Management Fees payable to the Adviser, a Fund
will incur certain charges imposed by third parties and other expenses. Such expenses include (but are not
limited to): (i) organizational and liquidation expenses of each Fund; (ii) any sales or other taxes that are
assessed against the Fund; (iii) commissions or brokerage fees or similar charges incurred in connection
with the purchase or sale of securities, including any merger fees payable to third parties (whether or not
any such purchase or sale is consummated); (iv) fees (if any) and expenses of members of the Fund’s
Advisory Board (including travel-related costs and expenses); (v) the costs and expenses (excluding
travel-related expenses, other than travel-related expenses of members of the Fund’s Advisory Board) of
hosting annual or special meetings for the Fund’s investors or advisory committee, or otherwise holding
meetings or conferences with investors of the Fund, whether individually or in a group; (vi) interest
expense for borrowed money (if any); (vii) all expenses relating to litigation and threatened litigation
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