ITEM 5 – FEES AND COMPENSATION
A. Advisory Fees and Compensation
Tryperion or an Affiliated Manager is generally compensated for advisory services through a
management fee (“Management Fee”) and performance-based compensation (“Carried
Interest”) (as described in Item 6).
The Management Fee payable by the Funds is generally based on a percentage of: (i) committed
capital; (ii) invested capital (on the first day of the applicable quarter); and/or (iii) total revenues
of the projects, as applicable, and is payable quarterly or monthly, in advance or in arrears.
Pursuant to the terms of the applicable Governing Documents, certain investors in the Funds may
be exempt from payment of all or a portion of Management Fees and/or Carried Interest. Any
such exemption from Fees and/or Carried Interest may be made by a direct exemption, by a
rebate by Tryperion (or an Affiliated Manager), or through other Funds which co-invest with a
Fund.
Other fees
All origination, acquisition, disposition, financing, break-up and similar transaction fees which are
directly related to the activities or operations of the Advisory Client (“Transaction Fees”) received
by Tryperion (or an Affiliated Manager) are first applied towards reimbursing Tryperion for any
Operating Expenses borne by the Advisory Client and then to pay or prepay Management Fees.
The fees and payment terms applicable to each Advisory Client are governed by the Governing
Documents.
Tryperion will only deliver this Brochure to Accredited Investors as defined in Regulation D under
the Securities Act of 1933. Investors should refer to the Governing Documents for each Advisory
Client for a complete understanding of how fees are paid to Tryperion and/or the Affiliated
Managers. The information contained herein is a summary only and is qualified in its entirety by
such documents.
B. Payment of Fees
The Management Fee and other applicable fees are generally paid directly from the assets of the
relevant Advisory Client. On occasion, Tryperion (or an Affiliated Manager) may call capital from
investors to pay certain expenses, including fees, payable by the Advisory Clients.
C. Other Advisory Client Fees and Expenses
The Advisory Clients will typically be responsible for all fees, costs, expenses, liabilities and
obligations relating to such Advisory Client’s and/or its subsidiaries’ activities, investments and
business (to the extent not borne or reimbursed by a portfolio company), including: (i) all fees,
costs, expenses, liabilities and obligations attributable to structuring, organizing, acquiring,
entering into, managing, operating, holding, valuing, winding-up, liquidating, dissolving and
disposing of investments; (ii) legal, accounting, compliance, printing, administration, custodian,
depositary, auditing, insurance, litigation and indemnification costs and expenses, judgments and
settlements, consulting, finders’ fee, financing, refinancing, appraisal, filing and other fees and
expenses; (iii) the costs of obtaining financial assistance, or arranging for financing or refinancing
and repayment of, any financing or refinancing for any assets; (iv) all fees, costs and expenses of
the applicable advisory board; (v) broken deal fees; (vi) all out-of-pocket fees, costs and expenses
associated with annual and other periodic (if any) meetings of investors; (vii) the Management
Fee; (viii) any taxes, fees and other governmental charges levied against the Advisory Client
(except as noted in the Governing Documents), affiliated entities and Affiliated Managers; (ix)
costs and expenses that are classified as extraordinary expenses under U.S. generally accepted
accounting principles (“GAAP”); (x) all fees, costs and expenses incurred in connection with the
organization, management, operation and dissolution, liquidation and final winding-up of any
alternative investment vehicles; and (xi) certain organizational expenses including printing, legal
(other than legal fees and expenses associated with establishing the general partner), accounting
and marketing expenses up to a maximum as set forth specifically in the applicable Governing
Documents.
Certain expenses may be applicable to, and benefit both, the Advisory Clients and REITs. To the
extent such expenses are shared by various vehicles, they are allocated pursuant to the
reasonable discretion of Tryperion, typically pro rata as a fraction of the number of vehicles to
which such expense applies.
To the extent permitted by the Governing Documents, Tryperion (or an Affiliated Manager)
permits certain investors to co-invest in portfolio investments alongside one or more Funds. If a
Co-Investment Entity is formed, such entity will bear expenses related to its formation and
operation, many of which are similar in nature to those borne by the Funds. In the event that a
transaction in which a co-investment was planned (including a transaction for which a Co-
Investment Entity was believed necessary in order to consummate such transaction) but is
ultimately not consummated, all or certain broken deal fees relating to such unconsummated
transaction are borne by the Fund(s), and not by any prospective co-investors that were to have
participated in such transaction. However, to the extent that such co-investors have already
invested in a Co-Investment Entity or other vehicle in connection with such transaction, such
vehicle bears its share of such broken deal fees in proportion to the cost of the investment.
Please refer to Item 12 of this Brochure for information regarding Tryperion’s brokerage
practices.
Investors and prospective investors should refer to the relevant Governing Documents for each
Advisory Client for a more detailed discussion of the fees and expenses borne by Advisory Clients
and investors. The information contained herein is a summary only and is qualified in its entirety
by such documents.
D. Advance Payment of Fees
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