Fees and Compensation
Description
During the investment period (years 1-5 of the Fund’s life), Tuatara will receive an annual management
fee of 2% of the aggregate commitments to the Funds.
This annual management fee is reduced to 1.5% during the harvest period (years 6-10 of the Fund’s
life), beginning in the first quarter of the 6th year. Further, this reduced management fee is based on
net invested capital only, as defined in the Fund’s governing documents.
For NYC CLF, LP the commitment period is 2 years after the final close, which can be extended for 12
months. The management fee during the commitment period is 1.5% per annum based on
commitment. Following the commitment period the management fee is 1.5% of Invested Capital. The
fees for NYC CLF, LP will be offset as disclosed below for all other Funds.
Tuatara receives an annual management fee from the Co-Investments that ranges from 0.85% to 1%
of commitments, depending on the Co-Investment.
The management fee may be offset by up to 50% of fees related to transaction, closing, directors,
break-up and monitoring fees received by Tuatara and the General Partner (“Offset Fees”). The
management fees will never be reduced below zero.
Tuatara may from time to time enter into letter agreements or other similar agreements (collectively,
“Side Letters”) with one or more investors of a Fund or Co-Investment which provide such investor with
additional and/or different rights (including, without limitation, with respect to management fees, the
performance allocations, withdrawals, access to information, minimum investment amounts and
liquidity terms) than such investors have pursuant to general terms of such Fund or Co-Investment.
Tuatara will not be required to notify any or all of the other investors or shareholders of any such written
agreements or any of the rights and/or terms of provisions thereof, nor will Tuatara be required to offer
such additional and/or different rights and/or terms to any or all of the other investors.
Management fees may be negotiated or waived at the discretion of the General Partner.
There may be specific events such as a reorganization, write-down or write-off of full or partial
investments, and other types of restructuring events that may impact the management fee calculation
and the amount of management fees retained by Tuatara. It’s important that investors familiarize
themselves with the terms of the Fund Documents.
Fee Billing
The Management Fee shall be payable in quarterly installments in advance commencing on the Initial
Closing Date (or a later date specified by the General Partner in writing) and on each January 1, April 1,
July 1, and October 1 thereafter. Payments less than three (3) months are adjusted on a pro rata basis
according to the actual number of days during the period.
Other Fees
The investors of the Funds and Co-Investments are responsible for costs and expenses associated
with the Funds’ and Co-Investments’ activities, investments and business (to the extent not borne or
reimbursed by a Portfolio Company), including but not limited to:
• Costs and expenses attributable to sourcing, conducting due diligence, developing,
negotiating, structuring, acquiring, holding, monitoring and disposing of the Funds’ and Co-
Investments’ Portfolio Investments;
• Legal, filing, accounting, auditing, consulting, escrow, appraisal and custodial fees;
• Fees related to the preparation of the Funds’ and Co-Investments’ tax return and K-1 reports
for investors;
• Advisory Committee fees and expenses, if applicable;
• Fees related to litigation and indemnification;
• Insurance premiums specific to the properties and activity of the Funds and Co-Investments,
including claims;
• Organizational costs;
• Expenses related to periodic meetings of the investors;
• Any taxes, fees, or other governmental charges levied against the Funds and Co-Investments;
and
• Cost of winding up and liquidating the Funds and Co-Investments.
Further, Tuatara and/or its related parties may provide services to one or more of the underlying
portfolio companies or serve in temporary roles to support the underlying portfolio companies held by
the Funds and Co-Investments in which Tuatara and/or its related parties are compensated.
Investors should refer to the governing documents for a complete description of expenses.
Limited Partner Transfers or Withdrawals
Typically, an investor may not withdraw from the Funds or Co-Investments or transfer its partnership
interest without the prior written consent of the General Partner. In the event of a transfer, fees and
expenses will be paid by the existing investor up to the transfer date and the remaining fees and
expenses will be absorbed by the new investor.
Performance-Based Fees & Side-by-Side Management
Upon disposition of investments, a performance allocation, or “Carried Interest,” will be generally
allocable to the General Partner by each Fund and Co-Investment at a rate equal to 20% of the
distributions allocable to an investor’s capital account (subject to certain return of capital and
“preferred return” requirements with respect to an investor’s capital account, as defined within the
respective governing documents of the Funds and Co-Investments). The potential to receive Carried
Interest based on gains may create an incentive for Tuatara to make more speculative investments
and make different decisions regarding the timing and manner of the realization of such investments
than would be made if such Carried Interest were not allocated to Tuatara. We seek to address these
conflicts through careful vetting of investment opportunities by our investment professionals and
discussion of investments in quarterly reports. In the event cumulative Carried Interest distributions
made to the General Partner exceed 20% of a Fund or a Co-Investment, the General Partner will be
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