FEES AND COMPENSATION
A. As compensation for its services, TCGX will generally receive a management fee in
accordance with the Offering Documents. The management fee for the Funds is 2.5%
annually and is paid each fiscal quarter (or portion thereof) of the Fund’s beginning on the
initial contribution date. Depending on certain criteria as stated in the Fund’s Offering
Documents, the management fee may tail down 0.25% each quarter but shall not be
reduced below 1.5% for Fund I, 1% for Fund II, and 1% for Fund III based on the timing
set forth in the relevant Offering Documents.
The Firm will also receive incentive-based compensation (“carried interest”). The carried
interest proposal is 20% but may become 25% cumulatively if the Fund reaches certain
return benchmarks.
B. Management fees are payable by each Fund to TCGX quarterly in advance. The
management fee is allocated to the capital accounts of the limited partners and paid to the
Firm by each Fund. The carried interest, if any, will be calculated as of the end of each
fiscal year and deducted directly from each Fund.
C. TCGX and the Funds generally bear their own expenses. Expenses, above and beyond the
management fee and carried interest discussed above, are allocated on a case by case basis
in accordance with the Offering Documents. Additional expenses will include but are not
limited to Fund operating expenses and organizational expenses, which include: the
purchase, holding or sale or exchange or other disposition of securities (whether or not
such purchase, sale, exchange or other disposition is ultimately consummated), including
reasonable private placement and finder’s fees in contemplation of an investment by each
Fund paid to persons other than the general partner or partners of the general partner or any
of their affiliates; reasonable travel expenses (i.e., not more generous than commercial first
class travel) incurred in connection with the identification, evaluation, consummation and
management of each Fund’s investments; unreimbursed costs and expenses incurred in
connection with any transfer or proposed transfer of partnership interests or the default by
any partner in the payment of capital contributions; real property or personal property taxes
on investments; brokerage fees; stock distribution agent fees; taxes applicable to the
partnership on account of its operations or investment activities; financing costs and
interest and other amounts paid in connection with borrowings of the partnership or any
alternative fund; fees incurred in connection with the maintenance of bank or custodian
accounts; legal, audit, and other expenses incurred in connection with the registration of
each Fund’s portfolio securities under the Securities Act; legal, tax advisory and accounting
fees and expenses incurred in connection with the purchase or sale or exchange or other
disposition of securities (whether or not such purchase, sale or exchange or other
disposition is ultimately consummated); amendments to, and waivers, consents or
approvals pursuant to, the Offering Documents; and fees and expenses of investment
advisers and independent consultants incurred in investigating and evaluating investment
opportunities. Each Fund shall also bear the fees of the independent certified public
accountant incurred in connection with the annual audit of each Fund’s books and the
preparation of each Fund’s annual tax return; costs of independent appraisers; legal
expenses of each Fund; accounting expenses paid to third parties for the maintenance of
each Fund’s books and records and preparation of reports and correspondence; fees and
expenses associated with Funds anti-money laundering compliance and accounting; costs
associated with developing, licensing, implementing, maintaining or upgrading any web
portal, extranet tools, computer software or other administrative or reporting tools
(including subscription-based services) for the benefit of each Fund or the limited partners;
premiums associated with insurance, if any, to insure against fraud or crimes against the
Funds or any claims that could be made directly against the Fund, the general partner, the
Firm or any indemnified persons; preparation and other expenses associated with annual
and other reports to the partners; costs associated with any Fund information meetings;
expenses of the LP advisory committee meetings and reimbursement of reasonable out-of-
pocket costs for the LP advisory committee members, LP advisory committee non-voting
observers and the general partner to attend such meetings; reasonable fees and expenses
incurred to the extent the LP advisory committee reasonably determines it is necessary to
engage independent legal and other advisors in connection with decisions to be made by
the LP advisory committee under the Offering Documents; and all expenses that are not
normal administrative and overhead expenses, including all legal fees and expenses
incurred in prosecuting or defending administrative or legal proceedings relating to each
Fund brought by or against such Fund, the Firm or the general partner, or the members,
partners, employees or agents or former members, partners, employees or agents of any of
the foregoing, including all costs and expenses arising out of or resulting from the Fund’s
indemnification.
The fees and expenses described above are negotiated and agreed upon in connection with
the establishment of the management relationship in respect of the Funds and may be
deducted from amounts that would otherwise be retained by each Fund. Please refer to each
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