ITEM 5 – FEES AND COMPENSATION
For services provided to an Advisory Client, such Advisory Client will pay Tradepost a
Management Fee (as defined below, but generally, a percentage of committed or invested
capital) and a performance-based compensation fee (e.g., a percentage of the net profits from
divestment or other monetization of portfolio holdings after capital is returned and the preferred
return), as set forth in Item 6 below. Tradepost may be paid fees directly from portfolio
companies, including without limitation, break-up fees, strategic advisory fees, commitment
fees, monitoring fees, and similar fees.
Management Fee
Under the Advisory Agreements, each Advisory Client will pay Tradepost a management fee as
compensation for Tradepost's services ("Management Fee"). The Management Fee will be
payable less than six months in advance and typically paid directly from such Advisory Client to
Tradepost. On each Management Fee payment date for an Advisory Client, the Manager will
initiate a payment from each Advisory Client's account to Tradepost. The Management Fee will
initially be based on a percentage (generally 2.0% or less) of committed or called capital for the
Advisory Client. The Management Fee is generally non-negotiable though it may be reduced in
certain cases with respect to certain investors that have made large or early commitments to the
Advisory Client. If an Advisory Client terminates other than at the end of a Management Fee
payment period, Tradepost will repay to such Advisory Client any prepaid Management Fees in
respect of the days remaining in the current Management Fee payment period.
In certain cases, a Management Fee may be reduced or offset because Tradepost has received
certain fees as described in the Advisory Client's governing documents or because the Advisory
Client has incurred organizational expenses above a predetermined cap. To the extent such
reduction or offset exceeds the applicable Management Fee payable in any Management Fee
payment period, such excess shall be carried forward to reduce the applicable Management Fee
payable in succeeding Management Fee payment periods. The Advisory Clients do not pay
Management Fees to Tradepost with respect to investments made by certain investors in the
Advisory Clients (generally limited to employees, former employees and members of Tradepost,
their family members and related persons (as that term is defined in the Form ADV Glossary of
Terms)). The private placement memorandum ("PPM") (if applicable), Advisory Agreements,
and related documents for the Advisory Client include further details on fees, expenses, and
other compensation related matters, which may include such fees as described below.
Strategic Advisory Fees, Break-Up Fees, Commitment Fees, and Monitoring Fees.
Tradepost may receive break-up and similar fees with respect to potential investments that are
not ultimately consummated, strategic advisory fees with respect to the strategies, methods,
build-ups, financings, acquisitions, and dispositions of portfolio companies that are
consummated, commitment and similar fees relating to financings for portfolio companies that
are consummated or not ultimately completed, and monitoring fees in connection with the
services of Tradepost's members and employees serving as directors or advisors to portfolio
companies. The methodology used in determining these fees is disclosed in the governing
documents, offering materials and related documents for the relevant Advisory Client.
Tradepost ADV Part 2A
Tradepost may determine these fees on a transaction-by-transaction basis taking into
consideration the size, time and resource commitment, strategies, demands, and complexity of
each transaction and portfolio company. These fees, if any, will vary and be negotiated with
portfolio companies and are not determined by formula or as commissions. If paid, these fees
will be paid directly to Tradepost by each Advisory Client's portfolio companies (or potential
portfolio companies). The total amount of these fees will be disclosed to investors in such
Advisory Client's annual reports.
The receipt of fees based on strategic advisory advice for an Advisory Client's portfolio
investments may create an incentive to acquire or divest portfolio investments, or engage in
transactions, under circumstances that may not be in the best interest of an Advisory Client or its
investors. However, the investment by Tradepost’s affiliates into such Advisory Client and the
substantially shared nature of these fees with investors aligns Tradepost's interests with those of
the investors in such Advisory Client. Nonetheless, if Tradepost determines that a conflict exists,
or may be perceived to exist, Tradepost may bring the issue to the attention of the relevant
Advisory Client's board of advisors (or similar group or committee) for its approval.
Break-up fees may be payable upon the failure of a transaction to conclude; commitment fees
may be payable with respect to financing commitments to portfolio companies; strategic
advisory fees may be payable in connection with strategic transactions or engagements involving
portfolio companies; and monitoring fees may be payable on terms set out in agreements
between Tradepost and applicable portfolio companies related to the business and financial
advisory services that Tradepost intends to provide to the portfolio companies. The methodology
used in determining these fees may be disclosed in the governing documents, offering materials
and related documents for the relevant Advisory Client.
Monitoring fees may be payable on terms set out in agreements between Tradepost and portfolio
companies related to the business and financial advisory services that Tradepost provides to
portfolio companies. The methodology used in determining these fees may be disclosed in the
governing documents, offering materials and related documents for the relevant Advisory Client.
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