Management Fees In respect of certain PE Funds and the Providence Public Fund, the Adviser is paid a quarterly management fee, payable in advance, by such applicable Fund. Certain of the Flagship Funds no longer pay management fees due to where each such Flagship Fund is in its life cycle. Management fees are paid by each of the PE Funds with either cash on hand (including cash drawn from credit facilities), disposition proceeds or from drawdowns of the investors’ unfunded capital commitments. Management fees paid by each PE Fund and the Providence Public Fund are indirectly borne by investors in such Funds, including any Funds that invest in a PE Fund, the Providence Public Fund (such as Feeder Funds) or Alternative Investment Vehicles. With respect to the PE Funds, the management fee is typically calculated based on capital commitments or remaining invested capital, as to which a disposition has not occurred. With respect to certain PE Funds, the management fee is typically calculated based on value, cost basis or remaining invested capital. Management fees, in some cases, are reduced or waived during the life of a Flagship Fund. Portfolio companies are expected to enter into dividend recapitalization transactions, which would result in the payment of cash dividends to certain Funds. Pursuant to the applicable Fund’s organizational documents, such amounts, when returned to investors, do not reduce the base upon which management fees are charged. With respect to the Providence Public Fund, the management fee is calculated as a percentage of the net asset value of the Fund (or based on the lower of cost or fair market value for certain illiquid investments). The general partner of each Fund generally is permitted to terminate the advisory agreement upon 60 days’ notice, or a shorter or longer notice period as set forth in each relevant Fund’s organizational documents. Upon termination of a relevant advisory agreement, management fees that have been prepaid are returned on a prorated basis. The precise amount of, and the manner and calculation of, the management fees for each Fund is disclosed in the organizational and offering documents of such Fund. The management fees are negotiated collectively with the investors of each Fund and are subject to waiver or reduction by the Adviser. For example, the Adviser and certain of its principals, employees, former employees or their family members and related vehicles typically invest (directly or indirectly) in the Funds, and management fees assessed on such investments are typically substantially reduced or waived entirely and in certain cases the Carried Interest (as defined below) is waived, up to certain thresholds. In addition, a portion of such principals’ and employees’ capital subscription may be made through reductions in or waiver of the management fee payable to the Adviser by such Fund in lieu of capital contributions by such principals and employees. Investors that meet certain
minimum investment amounts or early investment deadlines also, in some cases, benefit from lower management fees as disclosed in the organizational documents for the Funds. Certain CoInvestment Vehicles may pay management fees, Carried Interest, and/or administration fees. Except as otherwise set forth in the organizational documents of a Fund, the management fees paid by a Fund will generally be reduced by a percentage of: (1) the amount of fees, if any, paid by such Fund to persons acting as placement agents in connection with the offer and sale of interests in such Fund to certain potential investors, (2) 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) certain Other Fees (as defined below) received by the Adviser or its affiliates. The amount and manner of such reduction, if any, is set forth in the advisory agreement and/or organizational documents of the applicable Fund. To the extent such Other Fees are shared, such Other Fees and any resulting management fee reductions will generally be allocated among the applicable Fund(s) (including Co-Investment Vehicle(s)) on the basis of the relative ownership of each entity in the relevant investment or another method. Generally, once a Fund has been allocated its portion of such Other Fees, such portion is further allocated among all of the investors in such Fund pro-rata in accordance with their capital commitments to such Fund or such other manner in accordance with the Fund’s partnership agreement. Generally, the portion of Other Fees allocable to a Fund or third-party investor that does not pay management fees, or to portfolio company management, will be retained by the Adviser and such amounts will not offset any management fees or Carried Interest. Other Fees and Expenses Generally, and except as otherwise set forth in the organizational documents of a Fund, the Adviser will ultimately bear all fees of any placement agent that solicits investors for the Funds either directly or via an offset to the management fee. The Funds will bear all legal and other expenses, including the out-of-pocket expenses of the applicable general partner, incurred in the formation of the Funds and their general partners up to an amount specified in the organizational documents of the applicable Fund. Organizational expenses in excess of this amount, if any, ultimately will be borne by the Adviser either directly or via an offset to the management fee. With respect to sell-side advisor and placement agent fees from Continuation Fund transactions, the Selling Fund will typically bear these expenses. Generally, and except as set forth in the organizational documents of the applicable Fund, a Fund will pay all expenses, costs and liabilities incurred in connection with its operations and investments and the performance by the Adviser and the Fund of their respective obligations pursuant to the terms of the relevant Fund’s partnership agreement and investment management agreement, including: (a) out-of-pocket expenses, costs and liabilities (including those incurred by subsidiaries used to hold, manage or administer investments) associated with identifying, structuring, negotiating, acquiring, monitoring, financing, holding or disposing of investments, including due diligence costs, research and market data costs, responsible investing assessment costs, publications, periodicals and database services, legal, consulting, appraisal, business development, travel, accommodation, entertainment, expenses incurred preparing, reviewing and negotiating placement agent agreements, and other expenses (including certain general partner registration expenses); (b) out-of-pocket expenses incurred as a result of a proposed transaction or
investment that is not consummated, to the extent not reimbursed by a third party; (c) the organization of any alternative investment vehicle; (d) litigation expenses (including potential litigation and discovery requests), arbitration and mediation expenses, expenses of acquiring and maintaining liability insurance or bonds covering indemnified persons (including commissions, premiums and deductibles to obtain directors’ and officers’ liability and errors and omissions insurance, whether or not indemnifiable) and other insurance and indemnity expenses, and the amount of any judgments or settlements paid in connection with any of the foregoing; (e) all taxes (including VAT), fees and other governmental charges levied against a Fund or payable by such Fund and all expenses incurred in connection with any tax audit, investigation, settlement or review of a Fund; (f) expenses and costs, including without limitation travel, meals and accommodation expenses, associated with communications to and meetings or conferences of or with the investors regardless of whether persons other than Fund investors attend the meeting (as well as expenses of attendees who are not existing investors that also attend such meetings or conferences) as well as those associated with any Fund advisory committee meetings (including printing and duplication expenses, and mailing expenses) and other advisory committee expenses (including legal counsel, accountants, auditors, financial advisors or any other advisors or experts retained to assist the advisory committee and other expenses incurred in connection with advisory committee action); (g) all expenses incurred in connection with hedging transactions and currency conversions; (h) expenses and costs of liquidating such Fund, any alternative investment vehicles and any subsidiaries of the foregoing; (i) administrative expenses and costs, including expenses associated with entity management, information technology, the maintenance of books of account, the preparation of financial statements, estimates and any financial reports (including expenses relating to preparing, printing and distributing investor reports and disclosures physically or electronically (including software or hardware used to electronically distribute such reports) including any information requests and items conforming to investor-requested reporting templates, such as those from the Institutional Limited Partners Association (“ILPA”), which may differ from the Adviser’s standard form of reporting), fairness opinions, tax returns and related schedules (including all reasonable expenses costs, fees and expenses of auditors, administrators, valuation agents, tax specialists, accountants and counsel rendered to or on behalf of a Fund, and the cost of any subscription fees and expenses and expenses relating to software tools, programs and other technology) and anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund; (j) expenses relating to developing and maintaining artificial intelligence tools and systems, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) for the benefit of a Fund (including, but not limited to, costs of diligencing, engaging, monitoring, and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by the Adviser) to the Fund for any internally generated AI Technologies of the Adviser); (k) fees and expenses (including but not limited to their respective travel, meals, accommodation and entertainment expenses) of senior advisors, operating partners, executives in residence, advisers, investment bankers, attorneys, accountants, consultants, responsible investing consultants and other similar professionals who are not employees or
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