ITEM 5 – FEES AND COMPENSATION
Think Investments’ compensation for the Clients is described below.
Management Fee
Think Investments’ compensation is negotiable, but typically Clients are subject to a quarterly
asset-based management fee deducted and paid quarterly in advance to the Investment Manager
equal to 0.375% of each Investor’s capital account as of the beginning of each calendar quarter (a
1.5% annual rate). Intra-quarter capital contributions will be subject to a prorated management
fee as of the effective date of each such capital contribution.
Incentive Allocation
As of each December 31 and upon withdrawals, each Investor is typically subject to an incentive
allocation made to the General Partner equal to 20% of any new appreciation attributable to such
Investor’s capital account. The Incentive Allocation is subject to a high-water mark. The India
Domestic Fund and India Offshore Fund also have a hurdle rate which must be achieved prior to
any incentive allocation being made to the General Partner. Investors may refer to each funds’
private placement memorandum for more details on incentive allocations.
Designated Investments
For purposes of calculating the management fee and incentive allocation (which follow the same
percentages as the general portfolio), DIs are carried at cost less write-downs but not plus write-
ups. Unrealized appreciation attributable to DIs is not included for incentive allocation purposes
until the end of the fiscal year in which such appreciation is realized.
Withdrawals and Early Withdrawal Fee – Domestic Fund and Offshore Fund
Investors in the Domestic Fund and the Offshore Fund should note that a full withdrawal may be
effected over the course of approximately three full fiscal years or will be subject to an early
withdrawal fee as described below. Investors in these Clients may only withdraw up to 33⅓% of
the balance in such Investor’s general capital account as of any June 30 and December 31
provided, that (i) if an Investor withdraws 33⅓% of such Investors general capital account in one
year, such Investor may withdraw 50% of such Investor’s general capital account in the following
year; and (ii) if such an Investor withdraws 50% of such Investors general capital account such
Investor may withdraw 100% of such Investor’s remaining general capital account in the third
year. No withdrawals are permitted from DIs.
Investors in these Clients may make a withdrawal request that exceeds such Investor’s annual
withdrawal percentage (as described above) as of any withdrawal date, provided, that such
Investor will be subject to an early withdrawal fee equal to 7.5% of what otherwise would have
been the proceeds of such withdrawal (but only with respect to the portion of the withdrawal
request that exceeds such Investor’s annual withdrawal percentage). Early withdrawal fees will be
retained by and reinvested in the Clients for the benefit of the remaining Investors.
Think Investments LP Form ADV Part 2A: Think Investments LP Brochure
Early withdrawal fees shall not apply to any Managing Principal withdrawals or mandatory
withdrawals. Early Withdrawal Fees are otherwise only waivable by the Investment Manager in
what the Investment Manager determines to constitute exceptional circumstances.
Withdrawals – India Domestic Fund and India Offshore Fund
Investors in the India Domestic Fund and the India Offshore Fund are subject to an initial 3-year
holding period during which no voluntary withdrawals may be made. At the end of 3-year
commitment Investors may withdraw all or any portion of their general capital account balance
upon 120 days’ prior notice. No withdrawals are permitted from DIs.
Any portion of the general capital account not withdrawn at the end of the 3-year commitment
becomes subject to a quarterly withdrawal allowance with 90 days’ notice. The quarterly
withdrawal allowance allows investors to initially withdraw 1/8 of their general capital account.
Investors can subsequently increase the quarterly withdrawal to 1/7, 1/6, 1/5, 1/4, 1/3, 1/2, and
1/1 of remaining general capital over the next seven quarters. However, if an investor does not
withdraw the maximum quarterly allowance for a particular date or does not withdraw capital for
three consecutive dates, the quarterly withdrawal allowance resets to 1/8.
Expenses
Generally, the Clients will bear all costs and expenses related to its investment activity and
operations as described in the offering materials. Currently, the Clients are expected to bear the
following costs:
• Brokerage, commission, transfer taxes and other transaction costs associated with
securities transactions (see Item 12, Brokerage Practices, below)
• Third-party research costs
• Fund administration
• Stock borrow fees
• Professional fees (legal, audit, tax, directors’ fees)
• Organizational and initial offering costs (mostly legal fees, may be amortized over 5
years)
• Direct compliance costs (Form PF, 13F, 13G filings fees, etc.)
• Fund insurance
Although not required, the Investment Manager intends to pay for all travel costs, including
research related travel, as well as the costs associated with compliance consulting.