Overview
The Adviser or its affiliates generally receive Advisory Fees as well as Carried Interest and/or
Incentive Allocations (each as defined below) or similar performance-based remuneration from a
Fund. A Fund, and/or its portfolio investments may also make other payments to the Adviser or its
affiliates for services provided to the portfolio investments, which, in certain circumstances, may
reduce the Advisory Fees payable to the Adviser. Additionally, consistent with the Organizational
Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser
in connection with the services provided to the Fund and/or the portfolio investments. Further details
about certain common fees and expenses are set forth below.
Advisory Fees
As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital, remaining invested capital or net asset value (“NAV”), with respect to such Fund.
Advisory Fees may be reduced during the life of a Fund. The precise amount of, and the manner and
calculation of, the Advisory Fees for each Fund are established by the Adviser and are set forth in
such Fund’s Organizational Documents. The Advisory Fees and other fees and distributions described
herein are generally subject to modification, waiver or reduction by the Adviser in its sole discretion,
both voluntarily and on a negotiated basis with selected investors via side letter and other
arrangements, which may not be disclosed to other investors in the same Fund. The fee structures
described herein may be modified from time to time. Fees may differ from one Fund to another, as
well as among investors in the same Fund.
To the extent set forth in the Organizational Documents of a Fund,
the Advisory Fees paid by a Fund
will generally be reduced by a percentage of (1) the amount of fees paid by such Fund to persons
acting as a placement agent in connection with the offer and sale of interests in such Fund to certain
potential investors, (2) with respect to certain Funds, the fees incurred by the Adviser in connection
with the organization of such Fund that exceed a limit specified in such Fund’s Organizational
Documents and/or (3) with respect to certain Funds, certain Other Fees (as defined and described in
more detail below under “Other Fees”) received by the Adviser or its affiliates. The amount and
manner of such reduction, if any, is set forth in the Organizational Documents of the applicable Fund.
Certain investors in the Funds that are employees, business associates and other “friends and family”
of the Adviser, its affiliates or their personnel (including any related entity established by any of the
foregoing, such as trusts, charitable programs, endowments or related programs, family investment
vehicles and other estate planning vehicles) (collectively, “Adviser Investors”) will not typically pay
Advisory Fees or Carried Interest and/or Incentive Allocations in connection with their investment in
a Fund. Furthermore, the Adviser has in the past and may, from time to time in the future establish
certain investment vehicles through which Adviser Investors or other third parties may invest
alongside one or more Funds in one or more investment opportunities, which generally do not pay
Advisory Fees or Carried Interest and/or Incentive Allocations. Notwithstanding that Adviser
Investors will generally not pay Advisory Fees, Adviser Investors will generally pay for their pro rata
share of certain Fund expenses, or the pro rata portion of such Adviser Investors’ expenses will be
allocated to the Adviser or the general partner of the applicable Fund.