Item 5 – FEES AND COMPENSATION
Incentive Allocation and Management Fee
The Investment Manager receives compensation from the Funds in connection with providing discretionary
investment advisory services in the form of a management fee (the “Management Fee”) payable to the
Investment Manager. The General Partner, an affiliate of the Investment Manager, can also be entitled to
an incentive allocation (the “Incentive Allocation”).
Tenere Crossover Fund
The Master Fund will generally pay a Management Fee of 0.25% (1.0% annualized) of the closing account
balances in the quarter to which the Management Fee relates. Management Fees are payable quarterly in
arrears. A pro rata portion of the Management Fee will be paid out of any subscriptions made by new or
existing investors on any date that does not fall on the first day of a calendar quarter, based on the actual
number of days remaining in such partial quarter. If an investor makes a withdrawal at any time other than
at the end of a quarter, a pro rata portion of the Management Fee (based on the actual number of days
remaining in such partial quarter) will be repaid by the Investment Manager to the Master Fund (which will,
in turn, make a payment to the Fund) for the benefit of the withdrawing investor. Tenere will ensure that at
the point of redemption no client is charged a fee for a time period in which they were not invested.
The Incentive Allocation charged by the Master Fund at the end of each Performance Period (as defined in
the Memorandum), is generally equal to 25% of any outperformance amount with respect to such account
held by each investor for such Performance Period. The outperformance amount in general is theamount by
which each account outperforms the S&P 500 Index (the “Benchmark Index”), which will be determined as
of the last day of each fiscal year. The Incentive Allocation is subject to a loss-carryforward.
The General Partner, in its sole discretion, has waived or reduced, or entered into other arrangements
regarding, the Management Fee and the Incentive Allocation for limited partners that are principals,
employees or affiliates of the General Partner or the Investment Manager, relatives of such persons, and
for certain large or strategic investors. In addition, the Funds and the General Partner have negotiated,
waived or reduced fees in connection with certain investments. It should be noted that the Funds have
issued an Anchor Series for certain investors and that series is subject to a different fee structure.
SkyBeam
The SkyBeam Fund has not yet admitted investors, and therefore no management fees, carried interest, or
fund-level expenses have been charged. Once operational, the Fund will pay a 1.0% annual management
fee on committed capital, which is contractually payable to SkyBeam Venture Partners GP I LP (the “General
Partner”). Pursuant to the Management Agreement, however, the General Partner has assigned to
SkyBeam Venture Partners LLC (the “Management Company”) the right to receive all such management
fees, and accordingly, all management fees will be paid directly to the Management Company.
The General Partner will also be entitled to a 10% performance-based allocation (“Carried Interest”),
calculated in accordance with the Fund’s Limited Partnership Agreement, after Limited Partners have
received distributions equal to their contributed capital. SkyBeam does not receive commissions, brokerage
compensation, or other third-party compensation in connection with advisory services to the SkyBeam
Fund.
Fund Expenses
Once operational, the SkyBeam Fund will bear the expenses permitted under its Limited Partnership
Agreement, which may differ from or exceed those of other Tenere-advised funds. These include, without
limitation:
organizational and offering expenses, including the formation of alternative investment vehicles
(“AIVs”), parallel funds, feeder vehicles, or holding vehicles;
expenses associated with maintaining AIVs, parallel funds, feeder structures, and special-purpose
holding vehicles, including legal, administrative, audit, tax, and regulatory costs;
broken-deal and unconsummated transaction expenses;
technology and data expenses, including research platforms, market data, and expert networks;
diversity, equity, inclusion (DEI) and environmental, social and governance (ESG)-related tracking and
reporting costs;
appraisal and valuation costs, including third-party valuation firm fees;
indemnification expenses (including legal fees, settlement costs, and insurance premiums);
expenses arising from side letters, including incremental reporting or administrative requirements;
AML/KYC, FATCA, regulatory filing, and other compliance-related expenses; and
any other expenses permitted under the Fund’s governing documents that are not normal operating
expenses of Tenere or the General Partner.
Performance-Based Compensation; Fee Waivers; Clawback
The General Partner will receive a 10% Carried Interest, as described above, and may waive, reduce, or
modify management fees or carried interest for certain investors, including through management-fee
waiver or “cashless capital contribution” arrangements. Under such arrangements, the General Partner
irrevocably waives a portion of management fees otherwise payable and applies the waived amount toward
its capital commitment. These arrangements do not increase the fees paid by the Fund.
The General Partner is also subject to a clawback obligation. If, after the end of the Fund’s term and final
accounting, the General Partner has received Carried Interest in excess of the amount it is ultimately
entitled to, the General Partner (and, where applicable, its principals under personal guarantee) must
return such excess amounts to the Fund.
Fee Offsets
Certain fees or other compensation received by the General Partner or its affiliates from portfolio
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