FEES AND COMPENSATION (Item 5)
Management fees for Fund IX, Fund X, and the TBFC Fintech Fund
are based upon the paid-in capital in each of the Funds. These
fees are billed and payable in arrears on a monthly basis,
subject to reconciliation at the end of each fiscal year. These
fees are set forth in the Partnership Agreement for each Fund;
do not change during the life of the Fund unless a Fund’s wind-
up is extended, and are not negotiated with individual
investors. The General Partner reserves the right under certain
circumstances to modify those fees.
In addition, each Fund is charged a performance fee which is
based upon the performance of the assets under management.
Management and performance fees are computed and charged
according to the following:
Fund IX:
Management Fee: 2% of actual paid-in capital.
Performance Fee: The performance fee accrued to Registrant in
each fiscal year of Fund IX is equal to 20% of (1) the excess
(if any) of the cumulative total of realized capital gains since
the inception of Fund IX through the end of the fiscal year in
question over the cumulative total of realized capital losses
since the inception of Fund IX, minus (2) the excess (if any) of
any realized depreciation of Fund IX at the end of the fiscal
year in question over any unrealized appreciation of Fund IX at
the end of the fiscal year in question.
The performance fee may not be paid until after December 31,
2021, and only after the limited partners of Fund IX have
received distributions from Fund IX equal to 100% of their total
contributions to Fund IX. The Registrant may receive an earlier
partial distribution with respect to such performance fees to
the extent necessary to pay any income tax liabilities.
Fund X:
Management Fee: 2% of actual paid-in capital. After the later
of (i) the expiration of the Initial Term or (ii) the Fiscal
Date at which the aggregate amount of unreturned capital
contributions paid-in of the Partners plus any undistributed
balances allocable hereof total an amount which is less than 40%
of the Management Fee Base, the Management Fee shall be reduced
to 70% of the amount payable on the Management Fee Base,
effective for fiscal years subsequent to the year in which said
reduction was achieved. Thereafter, upon the Fiscal Date at
which the aggregate amount of unreturned capital contributions
paid-in of the Partners plus any undistributed balances
allocable hereof total an amount which is less than 20% of the
Management Fee Base, the Management Fee shall be reduced to 50%
of the amount payable based on the Management Fee Base,
effective for fiscal years subsequent to the year in which said
reduction was achieved.
If any fiscal year shall consist of less than 12 full months,
the Management Fee for such fiscal year shall be reduced to an
amount equal to the fee which would be payable for the full year
multiplied by the number of days in such partial fiscal year and
divided by the number of days in the calendar year which
includes such partial fiscal year.
For each fiscal period, the General Partner shall reduce the
Management Fee in an amount equal to the Monitoring Fees
received by the General Partner or its affiliates for such
period. In the event that the Monitoring Fees to be applied
against the Management Fee exceeds the Management Fee for such
period, such excess shall be carried forward to reduce the
Management Fee payable in the following periods. If another
Banc Fund has co-invested (or committed to co-invest) in an
investment with respect to which Monitoring Fees are received,
such Monitoring Fees will be allocated between the Partnership
and such other Banc Fund in proportion to the cost of securities
in such company held (or committed to be held) by each.
The Management Fee for any fiscal year shall be treated as an
expense of the Partnership for such fiscal year, chargeable to
its Income account, and shall be payable as follows: Interim
payments shall be made monthly in arrears, based upon the
Management Fee Base as of such month; and upon determination of
the amount of the annual Management Fee for a fiscal year, the
General Partner shall be paid an amount equal to any excess of
such fee over the interim payments theretofore received for such
fiscal year or, if said annual fee is less than the total of
such interim payments, the General Partner shall refund the
difference to the Partnership.
In consideration of payment by the Partnership of the Management
Fee to the General Partner, the General Partner shall provide,
without additional cost to the Partnership, the services of
advisers to the General Partner. The General Partner shall have
the authority, in its sole discretion, to enter into an
Investment Advisory Agreement with TBFC, a registered investment
adviser, or an affiliate, and shall bear all costs and fees
associated with any such agreement. By execution of this
Agreement, each Partner ratifies, approves and consents to the
terms and provisions of the Investment Advisory Agreement in the
form previously made available to the Partners.
The performance fee may not be paid until after December 31,
2025, and only after the limited partners of the Fund have
received distributions from the Fund equal to 100% of their
total contributions to the Fund. The Registrant may receive an
earlier partial distribution with respect to such performance
fees to the extent necessary to pay any income tax liabilities.
TBFC Financial Technologies Fund L.P.:
Management Fee: 2% of actual paid-in capital. After the later
of (i) the expiration of the Initial Term or (ii) the Fiscal
Date at which the aggregate amount of unreturned capital
contributions paid-in of the Partners plus any undistributed
balances allocable hereof total an amount which is less than 40%
of the Management Fee Base, the Management Fee shall be reduced
to 70% of the amount payable on the Management Fee Base,
effective for fiscal years subsequent to the year in which said
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