Item 5 – Fees and Compensation
A. Fee Schedule
The fees and compensation payable to the Firm are negotiable and vary among the Funds. However,
the range of compensation is generally as follows:
1. Management Fee and Performance-Based Compensation
During a Fund’s investment period, the Firm typically receives an annual management fee equal to a
percentage of such Fund’s aggregate commitments as set forth in such Fund’s Governing Documents.
Following the end of a Funds’ investment period, the annual management fee may be adjusted based
on criteria set forth in such Fund’s Governing Documents and/or the fee schedule is outlined in the
fund documents. The Funds’ management fees are typically payable quarterly in advance. However,
with respect to certain special purpose vehicles, the Firm typically receives a one-time management
fee equal to a percentage of such Fund’s aggregate commitments as set forth in such Fund’s Governing
Documents. The Firm may elect to waive or reduce the management fees for certain investors
(including employees, strategic partners, or affiliates of the Firm). The Firm maintains, and may in
the future offer, funds for employees, which pay no management fees or carried interest.
Each Fund’s General Partner generally receives a carried interest equal to a percentage of all realized
profits, as described more fully in such Fund’s Governing Documents. The carried interest is generally
subject to a clawback at the end of life of the Funds if the General Partner has received excess
cumulative distributions. The carried interest will only be charged to accounts of those investors who
are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
2. Fee Comparison
Fund expenses, including the management fee and any performance-based fees, can constitute a
higher percentage of average net assets than could be found in other investment programs.
B. Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are deducted
from the applicable Fund’s assets. Fund management fees are typically paid quarterly in advance.
Management fees for special purpose vehicles are a one-time payment typically paid upon close of
the vehicle. Performance-based fees are only paid when the Funds distribute realized proceeds
pursuant to such Fund’s Governing Documents.
C. Fund Expenses and Other Fees
The Funds typically bear all costs incurred in connection with operation of its business, including
those costs associated with sourcing, monitoring, holding, or sale of securities, and all legal, audit,
tax, and financial fees. The General Partner may retain, on behalf of the Funds and/or the portfolio
companies, as applicable, certain consultants, as more fully described in the Funds’ Governing
Documents. Fees and expenses paid to such consultants (“Consulting Fees and Expenses”) are
permitted to be paid and/or reimbursed by applicable portfolio companies and/or the Funds and
may be paid by the Firm and Consulting Fees and Expenses do not offset the management fee, even
if the Firm is reimbursed by the applicable portfolio companies and/or the Funds. Organization costs
for the Funds and related entities are subject to a cap as described in the Funds’ Governing
Documents. Any costs incurred by the Funds in connection with unconsummated investments will
be borne solely by the Funds, and will not be shared by any anticipated co-investment entities or
other third parties. In addition to the Firm’s management fees, carried interest, and other expenses
outlined in the Funds’ Governing Documents, certain Funds may pay management fees, carried
interest, and other expenses to general partners or managing members, as applicable, of underlying
investment vehicles that such Fund is invested in.
It is critical that investors refer to the relevant confidential Governing Documents for the
applicable Fund for a complete list and understanding of expenses. The information contained
herein is a summary only and is qualified in its entirety by such documents.
D. Prepayment of Fees
The Funds invest in securities on a long-term basis. Accordingly, investors are generally not
permitted to withdraw or redeem interests in the Funds. Fees paid at the beginning of the quarter
(such as management fees) will not be refunded or prorated for partial periods.
E. Outside Compensation for the Sale of Securities
Neither the Firm nor its supervised persons accept compensation for the sale of securities or other
investment products outside of its association with the Firm.
The foregoing discussion in Item 5 represents the Firm’s basic compensation arrangements. The
management fees and carried interest described above are structured to comply with Rule 205-
3 under the Advisers Act. Fees and other compensation are negotiable in certain circumstances
and arrangements with any particular investor may vary. Although the Firm believes its fees
are competitive, lower fees for comparable services may be available from other investment
advisers. The information contained herein is a summary only and is qualified in its entirety by
the Funds’ Governing Documents.