ITEM 5: FEES AND COMPENSATION
YCP generally charges management fees of 1%‐1.5% of the aggregated cost of all portfolio investments.
Management fees are charged either quarterly or annually and are generally paid through capital calls
issued to Fund investors. Fund investors are generally not eligible for partial refunds in the case of early
withdrawals or redemptions, but specific details are set forth in each respective Fund’s limited
partnership agreement, and/or other agreements governing the terms and conditions investments in
the Funds (collectively, “Offering Materials”).
YCP may also charge performance‐based fees based on a percentage of net profits set forth in the
Offering Materials. Performance‐based fees (sometimes referred to as “Carried Interest”) are drawn
from the Funds’ accounts in the form of a profit allocation and are generally paid either to a YCP affiliate
or subsidiary. Specific details regarding any performance‐based Carried Interest is set forth in each
respective Fund’s Offering Materials.
Upon completion of a Fund’s initial drawdown, each Fund shall reimburse its respective General Partner
and its affiliates for, with respect to any fiscal year, all organizational expenses for such fiscal year that
are attributable to the organization of the Fund but excluding fees payable to any placement agent or
marketing consultant engaged by the Fund’s General Partner or YCP in connection with the offering and
sale of interests in the Fund to investors.
YCP shall assume the routine, recurring operating expenses attributable to a Fund’s investment activities
on the terms and conditions set forth in the Offering Materials. Such operating expenses consist of
compensation and expenses of the employees of YCP, including salaries of the partners of the Fund’s
General Partner in their capacity as employees of YCP; and fees and expenses for administrative, clerical
and related support services, maintenance of books and records for a Fund, office space and facilities,
utilities and equipment rental insofar as they relate to the investment activities of a Fund.
The operating expenses set forth above exclude, without limitation, the management fee and the
organizational expenses; all costs and expenses incurred in investigating, developing, negotiating,
structuring, acquiring, closing, holding, monitoring and disposing of a Fund’s investments and other
9771/80262-001 current/56654285v3
assets (whether or not consummated), including, without limitation, travel expenses in connection
therewith; commissions or brokerage fees or similar charges incurred in connection with the purchase
or sale (or proposed purchase or sale) of securities and other instruments (whether or not any such
purchase or sale is consummated); expenses attributable to normal and extraordinary investment
banking, commercial banking, accounting, auditing, appraisal, legal, consulting, custodial and
registration services provided to a Fund, including in each case services with respect to the proposed
purchase or sale of securities by a Fund that are not reimbursed by the issuer of such securities
(whether or not any such purchase or sale is consummated); premiums for liability insurance to protect
a Fund, a Fund’s General Partner (including without limitation the General Partner acting as Tax Matters
Partner or as liquidator), its partners, its principal, YCP, and each partner, member, stockholder, officer,
director, manager, trustee, employee, agent, or advisor, or affiliate of any of the foregoing in connection
with the activities of a Fund; indemnification obligations; any sales taxes or other taxes of any kind, fees
or government charges that may be assessed against a Fund; all expenses relating to litigation and
threatened litigation involving a Fund, including indemnification expenses; any extraordinary expense of
a Fund, including fees and expenses associated with any tax or other audit, investigation, settlement or
review of a Fund; liquidation expenses of a Fund; the costs and expenses (including travel‐related
expenses) of hosting meetings of a Fund’s investors, whether individually or in a group; costs and
expenses associated with preparation of a Fund’s financial statements and tax returns and a Fund’s
reports to its investors; and all other expenses properly chargeable to the activities of a Fund.