Item 5. Fees and Compensation
The General Partner of the Onshore Feeder and the Master Fund is Tech Square Fund GP LLC, a
Delaware limited liability company (the “General Partner”). The General Partner, in its capacity
as general partner of the Master Fund, has primary responsibility for and charge over the business,
affairs and management of the Master Fund, but has delegated day-to-day management and
investment decision making responsibilities to the Adviser. The Adviser, the General Partner, or
their affiliates generally receive Advisory Fees and a Performance Allocation (each as described
below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio
companies may also make other payments to the Adviser or its affiliates for services provided to
the portfolio companies which, in certain circumstances, may reduce the Advisory Fees payable
to the Adviser. Additionally, consistent with the Organizational Documents of a Fund, a Fund
typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the
services provided to a Fund and/or the portfolio companies. Further details about certain common
fees and expenses are set forth below.
Advisory Fees
As compensation for investment supervisory services rendered to the Funds, the Master Fund pays
an advisory fee (“Advisory Fee”) to the Adviser, which is calculated, payable and debited monthly
in advance as of the first day of each calendar month against each Tracking Account of the Master
Fund maintained with respect to each Limited Partner (taking into account expenses of such
Limited Partner charged to the Limited Partner but prior to the accrual of the applicable
Performance Allocation (as described below)). The precise amount of, and the manner and
calculation of, the Advisory Fees for each Fund are established by the Adviser and are set forth in
such Fund’s Advisory Agreement and/or the Organizational Documents received by each investor
prior to investment in such Fund.
In the case of contributions made after the first business day of the relevant calendar month, the
Advisory Fee will be pro-rated based on the contribution date. The Advisory Fee will be charged
and paid by the Master Fund as set forth above, unless determined to be charged and paid by the
Onshore Feeder in the Adviser’s sole discretion; however, in no event will the Advisory Fee be
charged at both the Master Fund-level and the Onshore Feeder-level with respect to any Onshore
Feeder capital account. Advisory Fees paid by the Master Fund are indirectly borne by investors
in the Onshore Feeder.
The Adviser may in its sole discretion modify or waive all or any portion of the Advisory Fee with
respect to certain investors, including investors who are related persons of the Adviser (“Adviser
Investors”). Prior to the date on which such Advisory Fee would otherwise be payable, the Adviser
may also reduce any portion of the Advisory Fee payable with respect to an investor on such terms
as the Adviser may determine in its sole discretion. The fee structures described above may be
modified from time to time. Fees may differ among investors in the Funds. Notwithstanding that
Adviser Investors will generally not pay Advisory Fees, Adviser Investors will pay for their pro
rata share of certain Fund expenses or the pro rata portion of such Adviser Investors’ expenses will
be allocated to the Adviser or the general partner of the applicable Fund.
Expenses
Adviser Expenses
The Adviser is responsible for and shall pay, or cause to be paid, all Overhead Expenses, except
as described below. For this purpose, “Overhead Expenses” for a calendar year include overhead
expenses of an ordinarily recurring nature such as rent, utilities, supplies, secretarial expenses,
stationery, charges for furniture, fixtures and equipment, employee benefits including insurance,
payroll and other taxes and compensation (and related costs) of all personnel.
Fund Expenses
The Master Fund bears all other expenses, which include the following expenses incurred by or
allocable to the Onshore Feeder or the Master Fund (“Fund Expenses”): legal, accounting,
bookkeeping, tax compliance, auditing, consulting and other professional expenses, including
those of valuation firms; administration fees and other expenses charged by or relating to the
services of third-party providers of administration services; any exchange fees subject to offset by
any “maker-taker fees” rebated by such exchange; fees payable to sub-advisors (if the Adviser
determines that such an arrangement represents the best way to access a particular investment
opportunity or a difficult to access market or otherwise makes available specialized investment
expertise to the Master Fund); fees and expenses (including travel expenses) related to research,
market data and the due diligence, analysis, purchase or sale of investments, whether or not the
investments are consummated; interest and fees (including commitment, structuring and
underwriting fees) on margin loans, committed loan facilities, total return swaps and other
indebtedness; bank service, custodial and similar fees; expenses related to the purchase,
monitoring, sale, settlement, custody or transfer of Onshore Feeder or Master Fund assets (directly
or through trading affiliates); third party and out-of-pocket fees and expenses relating to systems
and software used in connection with the operation of the Onshore Feeder or Master Fund and
investment related activities (including any accounting, risk management, trading and
administrator-like functions, and adviser and fund compliance that the Adviser performs in-house);
expenses related to the investment of the Funds’ assets, including but not limited to brokerage
commissions, expenses relating to short sales, clearing and settlement charges, hedging expenses,
dividend expenses and ticket charges; expenses related to the formation, maintenance and
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