Item 5. Fees and Compensation
The fees, compensation and expenses applicable to each Client are described in such Client’s Governing
Documents. A brief summary of such fees, compensation and expenses (all of which is qualified by and
subject to the language of the applicable Governing Documents) is provided below.
Management Fees
The Firm is paid management fees by Client accounts quarterly in advance. Such management fees will
be prorated (and rebated, if applicable) for any period that is less than a full calendar quarter. In the case
of the Funds, the Firm deducts such management fees from the Fund. In the case of other Client accounts,
the relevant Client directs payment of such management fees to the Firm. The Firm has the right to waive
or modify the management fee for certain Investors in the Funds and has done so (or will do so) for the
Principal, the Firm’s affiliates, employees of the Firm and its affiliates, other beneficial owners of the Firm
and its affiliates (if any), certain friends and family of the foregoing, certain Visualize Advisors (as defined
below) and other Clients.
The Visualize Group LP Form ADV Part 2A
Ancillary Fees
In addition, the Firm, its affiliates, the Principal and other personnel of the Firm and its affiliates will be
entitled to accept and retain any directors’ fees, monitoring fees, break-up fees, termination fees,
transaction fees, consulting fees, advisory fees, investment banking fees, financing fees, finders’ fees,
closing fees, commitment fees and other similar fees, payments and compensation received in connection
with Client investments or potential investments (collectively, “Ancillary Fees”). Each Client’s allocable
share of any Ancillary Fees (net of any applicable taxes and related expenses incurred by the Firm, its
affiliates, the Principal or other personnel of the Firm or its affiliates to generate such Ancillary Fees) will
offset management fees, dollar-for-dollar. Further, any Ancillary Fees received by the Firm, its affiliates,
the Principal or other personnel of the Firm or its affiliates that are attributable to multiple Clients will be
prorated on a fair and reasonable basis among such Clients.
Performance Based Compensation
The Firm’s related persons are entitled to receive performance-based compensation from Clients, as
further discussed in Item 6 – Performance-Based Fees and Side-By-Side Management.
Expenses
Expenses Generally
Each Fund will bear its pro rata share of the Funds’ organizational expenses (subject to a cap) and
operating expenses, including, but not limited to: (i) all fees, costs and expenses attributable to evaluating,
structuring, organizing, acquiring, holding, maintaining, monitoring, managing, operating, valuing
(including appraisal costs and expenses incurred in connection with third party valuations and fairness
opinions), winding up, liquidating, dissolving and disposing of the Funds’ investments (including any
follow-on investments) and proposed but unconsummated investments, including, without limitation,
travel and lodging expenses (which may include, without limitation, business and first class airline travel
expenses, ground transportation, accommodations, and meals), legal, tax, accounting, auditing, due
diligence, appraisal, investment banking, consulting (including VA Compensation (as defined below) and
consultant and retainer fees paid to consultants performing investment initiatives and similar
consultants), investment research (including research-related travel and due diligence expenses related
to research-vendor selection, the costs of research-related publications and periodicals and conference
fees), expert and other fees and expenses, financing commitment fees, broker and finder’s fees, market
information systems and computer hardware and software expenses, the costs of trading, research
and/or data screens (including alternative data), as well as risk management and data services and
systems (including the costs of utilizing and/or supporting risk-reporting technology required by
consultants retained by or on behalf of institutional Investors), externally incurred costs of establishing
computer and systems connections with the Funds’ brokers and other counterparties, the costs of
installation, implementation and maintenance of order management, portfolio management, execution
management and third-party trading systems and software (including internally developed systems or
software), fees of pricing services and financial modeling services, filing fees, registration fees, transfer
fees, printing costs, brokerage commissions, spreads, mark-ups, execution, clearing and settlement costs,
fees, commissions and expenses of any Outsourced Trading Desk (as defined below), short dividends,
interest and other financing expenses or other transactional charges, insurance expenses, custody and
depository expenses, the costs and fees attributable to any third-party proxy voting service or consultants,
expenses associated with participating in class actions and securing other claims and fees and expenses
The Visualize Group LP Form ADV Part 2A
incurred in connection with any investments in other investment funds; (ii) all fees, costs and expenses
associated with the administration and operations of the Funds, including, without limitation, legal,
regulatory, compliance, administrative, reporting, accounting and auditing fees and expenses, expenses
associated with the preparation of the Funds’ financial statements, tax returns, tax estimates and
Schedules K-1 or other similar schedules, fees and expenses of other professional consultants, advisors
and service providers or of the Funds’ “partnership representatives,” printing and mailing costs,
administration fees and expenses (including, without limitation, the fees and out-of-pocket expenses of
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