ITEM 5: FEES AND COMPENSATION
All investors and prospective investors should review the Memorandum and Partnership
Agreement in conjunction with this Brochure for further information regarding fees and
compensation or expenses and the following is subject in its entirety to the information provided
in such documents. In general, the Adviser receives a management fee and a performance fee from
the Fund pursuant to the 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 the Fund are established by the Adviser, as modified
by negotiations with investors in the Fund, and are set forth in the Memorandum and/or Partnership
Agreement received by each investor prior to investment in the Fund.
In addition to any management fee and performance fee payable to the Adviser, the Fund
bears certain expenses. As set forth more fully in the Memorandum or Partnership Agreement, the
Fund will bear all expenses relating to the Fund’s activities, investments and business to the extent
not reimbursed by a Portfolio Company or applied to reduce transaction fees. The Fund will also
bear expenses indirectly to the extent a Portfolio Company pays expenses, including expenses of
the Adviser and the SoftBank Group. Excluded from Fund expenses are ordinary administrative
and overhead expenses of the Adviser and the SoftBank Group, as set forth in the Partnership
Agreement. Investors in the Fund also bear certain expenses, as set forth in the Memorandum or
Partnership Agreement. The Fund will generally bear the costs of organizing and offering any
intermediate entities, such as a special purpose acquisition company (a “SPAC”), as well as the
amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not
held directly or indirectly by the Fund, and except where prohibited by the Governing Documents,
such interests are permitted to be issued to the Adviser, its affiliates and their personnel. The Fund
also generally will bear the costs of implementing, monitoring and complying with investment
guidelines and directives relating to the Fund’s strategy, including in any applicable Side Letters
relating thereto, and (where applicable) environmental, social, governance and other standards to
which the General Partner has committed in making investments on behalf of the Fund.
Additionally, subject to the Governing Documents, the Fund typically will bear certain
unreimbursed expenses of portfolio companies and intermediate holding vehicles through which
the Fund invests.
As is typical for private funds, the Fund will likely bear additional and greater expenses,
directly or indirectly, than many other pooled investment products, such as U.S. mutual funds. The
Adviser reserves the right to receive in the future additional compensation in connection with
management and other services performed for Portfolio Companies of the Fund. The Adviser
reserves the right to receive compensation of the type referred to in the preceding paragraphs on
behalf of or with respect to co-investors in an investment. The receipt of such compensation will
generally not reduce any management fee payable by the Fund as a result of its investment in such
investment, and as a result, the Fund will, in most cases, only benefit with respect to its allocable
portion of any such compensation and not the portion of any compensation that relates to such co-
investors. Subject to the Partnership Agreement, the Portfolio Companies could also form joint
ventures with certain entities or individuals affiliated with the SoftBank Group (such affiliates,
“JV Partners”), where JV Partners will consult the 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.
Other Information
The Fund generally invests on a long-term basis. Accordingly, investment advisory and
other fees are expected to be paid, except as otherwise described in the Partnership Agreement or
Memorandum, over the term of the Fund, and investors generally are not permitted to withdraw or
redeem interests in the Fund.
Principals or other current or former employees of the Adviser may receive a portion of
any management fee, performance fee or other compensation received by the Adviser or the
SoftBank Group or interests in a compensation plan that is based on performance of the Fund.
The Adviser generally has discretion over whether to charge transaction fees, monitoring
fees or other fees and compensation (“Supplemental Fees”) to a Portfolio Company and, if so,
the rate, timing and/or amount of such Supplemental Fees, as well as to charge such amounts at
varying levels in a Portfolio Company’s holding or operating structure. Supplemental Fees could
consist of management services or advisory consulting fees paid by any portfolio company, or
other designated fee payments or other compensation from portfolio companies or prospective
portfolio companies to the Adviser, its employees or partners. Such Supplemental Fees are offset
against management fees received by the Adviser in accordance with the applicable Governing
Documents for the Fund. In most circumstances, Supplemental Fees are not reviewed or approved
by an independent third party. The receipt of such Supplemental Fees generally gives rise to
potential conflicts of interest between the Fund, on the one hand, and the Adviser and/or the
SoftBank Group, on the other hand, as detailed further in Item 8.
As may be described in the Memorandum and/or the Partnership Agreement, the Adviser
uses certain consultants, including personnel of the SoftBank Group (“SoftBank Group
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