ITEM 5: FEES AND COMPENSATION
In general, SoftBank Investment Advisers receives a management fee and a performance
fee from the Funds pursuant to each Fund’s Partnership Agreement in connection with advisory
services provided. The precise amount, the manner and calculation and the manner and timing of
payment of any such management fee or performance fee for each such Fund are established by
SoftBank Investment Advisers, as modified by negotiations with investors in the applicable Fund,
and are set forth in such Fund’s Memorandum and/or Partnership Agreement received by each
investor prior to investment in such Fund.
In addition to the fees it receives from the Funds, SoftBank Investment Advisers receives
compensation for the advisory services it provides to its affiliate SB Global Advisers Limited
(“SBGA”) in relation to Vision Fund II, as described under “Advisory Business.” This
compensation does not reduce or offset the management or performance fees borne by the Funds,
and differs from the compensation SoftBank Investment Advisers receives in respect of the Funds.
See “Performance-Based Fees and Side-by-Side Management” for the conflicts of interest arising
from these differing compensation arrangements.
To the extent SoftBank Investment Advisers receives additional compensation in
connection with management and other services performed for portfolio companies of the Funds,
such additional compensation is expected to offset in whole or in part the management fees
otherwise payable to SoftBank Investment Advisers. Investors in a Fund also bear certain
expenses, as set forth in the applicable Memorandum and the Governing Documents of such Fund.
SoftBank Investment Advisers retains flexibility to structure its compensation from investors and
expects in certain circumstances to agree to invoice directly for management fees or other
compensation rather than deducting such amounts from the investor’s capital account(s).
SoftBank Investment Advisers reserves the right to receive compensation of the type
referred to in the preceding paragraph on behalf of or with respect to co-investors in an investment,
as well as other fees relating to the structuring and administration of co-investment arrangements.
The receipt of such fees and compensation will not reduce any management fee payable by any
Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only
benefit with respect to its allocable portion on a fully diluted basis of any such fees and
compensation and not the portion of any fees and compensation that relate to (i) such co-investors
or potential co-investors (which could include co-investment vehicles managed by SoftBank
Investment Advisers, service providers, third parties, current or former portfolio company
management or personnel, sellers that have rolled their interest or reinvested proceeds in the
portfolio company and/or others); or (ii) the value of profits, participation or equity interests in or
relating to the relevant portfolio company, including interests owned by current or former portfolio
company management, which have the potential to be significant. Additionally, as further
described below under “SoftBank Group Consultants” and in the applicable Memorandum and/or
Partnership Agreement of each Fund, it is SoftBank Investment Advisers’ practice to engage
consultants on a limited basis who are current SoftBank Group personnel or who are affiliates of
SoftBank Group (“SoftBank Group Consultants”) to provide consulting services to a Fund or its
portfolio companies, including, without limitation, strategic and operational services. To the extent
that any such SoftBank Group Consultants are compensated for such services by the relevant Funds
or portfolio companies and not SoftBank Investment Advisers, any such compensation will
generally offset any applicable management fee, subject to applicable exceptions, as described in
the applicable Governing Documents. SoftBank Group Consultants are permitted to also receive
compensation in the form of profits or equity interests in a portfolio company or other incentive-
based compensation with respect to a portfolio company, in which case such equity interests or
incentive-based compensation have the potential to dilute the equity interests in a Fund in such
portfolio company, and any such compensation paid will not offset or reduce the management fee.
Please see “Conflicts of Interest” — “SoftBank Group Consultants” below for additional
information.
Subject to the applicable Partnership Agreement, the Funds’ portfolio companies reserve
the right to form joint ventures with certain entities or individuals affiliated with SoftBank Group
(such affiliates, “JV Partners”), where JV Partners will consult such Funds’ portfolio companies
and potential portfolio companies on developing ventures. The structure and economics of such
joint ventures will be determined on a case-by-case basis. Such JV Partners’ compensation
generally would not result in additional offsets to any management fee.
Each of the foregoing conditions is expected to reduce the amount offset against
management fees, resulting in a potential material benefit to SoftBank Investment Advisers over
the life of the relevant Fund, and the existence of such potential benefit creates an incentive for
SoftBank Investment Advisers to seek to increase such amounts.
Other Information
The Funds generally invest on a long-term basis. Accordingly, investment advisory fees
and other fees are expected to be paid, except as otherwise described in the relevant Governing
Documents and/or Memorandum, over the term of the relevant Fund, and investors generally are
not permitted to withdraw or redeem interests in the Funds.
Principals or other current or former personnel of SoftBank Investment Advisers are
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