ITEM 5 – FEES AND COMPENSATION
All investors and prospective investors should review the governing documents of each Fund
in conjunction with this Brochure for complete information on the fees and compensation
payable with respect to the particular Fund. The information contained herein is a summary
only and is qualified in its entirety by such documents.
Management Fees
Investors in the Crossover Fund and its subsidiaries generally pay WestBridge an annual
management fee equal to 1.5% in aggregate on Investor capital accounts, which is fully offset by
any other fees (e.g., director fees) that may be paid to WestBridge.
Investors in the AIF Master Fund, SPV-SH Funds, and Co-investment Vehicles do not pay any
management fee to WestBridge. The Venture Fund also does not pay any management fee to
WestBridge as it is in its liquidation phase as discussed above.
WestBridge Capital US and the Investment Managers are authorized, pursuant to the terms of the
applicable governing documents of the respective Funds that they manage and administer, to
receive management fees directly from such Funds. Payment of management fees is generally
made quarterly in advance and in accordance with the terms of the applicable governing
documents. Please refer to the governing documents of each Fund for complete information on
the timing of advisory fee payments.
Expenses
In addition to the management fees and performance-based compensation payable to WestBridge,
each Fund (and therefore, indirectly, the Investors of such Fund) will incur its own organizational
and operating expenses including, but not limited to: legal, compliance, administrator, audit, tax
preparation and accounting expenses (including third party accounting services); directors’ fees;
organizational expenses; investment expenses such as commissions; research fees and expenses;
travel expenses; systems and technology expenses; interest on margin accounts and other
indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-
related insurance costs; and any other expenses related to the purchase, sale or transmittal of Fund
assets. Please refer to the governing documents of each Fund for complete information on the
“other fees and expenses” arrangements of each Fund.
WestBridge pays all of its respective normal operating expenses including employee salaries, rent,
communications and travel expenses associated with matters internal to each of them.
The Co-Investment Trusts established to invest along-side the Crossover Fund will generally bear
its pro rata portion of expenses incurred in making an investment and any other expenses incurred
solely for its benefit.
Please refer to Item 12 of this Brochure for information regarding WestBridge’s brokerage
practices.
ITEM 6 - PERFORMANCE-BASED COMPENSATION AND SIDE-BY-
SIDE MANAGEMENT
All investors and prospective investors should review the governing documents of each Fund
in conjunction with this Brochure for complete information on the fees and compensation
payable with respect to the particular Fund. The information contained herein is a summary
only and is qualified in its entirety by such documents.
Performance-Based Compensation
WestBridge and its Affiliates will typically receive certain allocations (in the form of profit
allocations or incentive fees or performance fees or consulting fees) calculated and charged on a
share of income and capital gains on or capital appreciation of the assets of each Fund. The
performance-based compensation arrangements comply with Rule 205-3 under the Investment
Advisers Act (together with all rules and regulations promulgated thereunder). Any share of
profits paid by each Fund to WestBridge and its Affiliates are separate and distinct from the
management fees charged by WestBridge for advisory services.
The 20% share of net new capital gains from the Crossover Fund is assessed in arrears on an annual
basis, although if an Investor withdraws from the Crossover Fund on a date other than the last day
of a fiscal year, the 20% share of net capital gains is made with respect to the amount withdrawn.
The allocation of profits may be subject to additional terms, including but not limited to, high
water mark, holdback, supplemental holdback terms, and others as outlined in the governing
documents of the Crossover Fund. The governing documents also provide for payment of
professional fees to operating advisors engaged by WestBridge to render advisory services for its
Advisory Clients and fees paid to such advisors shall reduce the Profit Allocation chargeable to
the Investors. As per the terms of the governing documents of the Crossover Fund, such
professional fees accrued or paid shall not exceed the Profit Allocations computed under the
governing documents.
The 20% share of net capital gains for the Venture Fund is determined at the time that an
investment by the Venture Fund is disposed of and is only payable after and to the extent that the
Investors in the Venture Fund have been distributed their cumulative capital contributions to date
in respect of such investment, and a 6% Preferred Return.
The 20% share of net capital gains from the SPV-SH Funds are determined at the time that an
investment by the SPV SH Fund is disposed of and is only payable after and to the extent that the
Investors in the SPV SH Funds have been distributed their cumulative capital contribution to date,
in respect of such investment.
Carried interest on illiquid (“side-pocketed”) investments that are unrealized is accrued monthly
and is due and payable to WestBridge and its affiliates upon the realization of the side-pocketed
investments or on these being transferred to the respective Fund’s liquid pool when these side-
pocketed investments become freely tradable public securities.
Additionally, it should be noted that WestBridge and its Affiliates may receive performance-based
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