Alignment Growth

Not included above

• • Organizational Expenses: Subject to a limit defined in a Fund’s Governing Documents, the Fund will generally pay or reimburse Alignment Growth, as applicable, for the expenses relating to the organization of the GP, the Fund, and the offering and sale of interests therein, but not including any placement fees (collectively, “Organizational Expenses”). Organizational Expenses in excess of the defined limit (“Excess Organizational Expenses”), if paid by the Fund, would be offset against Management Fees. Operating Expenses: Subject to any expense limitation set forth in the applicable Governing Documents, each Fund generally will bear all expenses of its organization and operation. Such organization and operational expenses that a Fund will bear varies, but are described in each Fund’s respective Governing Documents, and generally include but are not limited to: (i) activities with respect to origination and sourcing of investment opportunities for the Fund
• • (ii) activities with respect to the structuring, organizing, negotiating, consummating, financing, refinancing, diligencing, acquiring, bidding on, owning, managing, monitoring, operating, holding, hedging, restructuring, trading, taking public or private, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of, as applicable, the Fund’s portfolio companies and its actual and potential investments (including follow-on investments) or seeking to do any of the foregoing, and any fees and expenses related to transactions that may have been offered to co-investors, whether or not any contemplated transaction or project is consummated
• • (iii) indebtedness of, or guarantees made by, the Fund, AGM, the GP or any “affiliated partner” on behalf of the Fund, including repayment of principal and interest with respect thereto, or seeking to put in place any such indebtedness or guarantee
• • (iv) financing, commitment, origination and similar fees and expenses
• • (v) broker, dealer, finder, underwriting, loan administration, private placement fees, sales commissions, investment banker fees and similar fees and expenses
• • (vi) brokerage, sale, custodial, depositary, trustee, record keeping, account and similar services
• • (vii) legal, accounting, research, auditing, administration, anti-money laundering and know-your-customer compliance and administration, information, appraisal, advisory, valuation (including third-party valuations, appraisals or pricing services), consulting, custody, environmental evaluation, safekeeping, proxy voting, management, business, tax and other professional services, as well as recruiting fees, background checks and relocation expenses related to consultants and portfolio company personnel
• • (viii) reverse breakup, termination and other similar fees
• • (ix) reasonable directors and officers liability, errors and omissions liability, crime coverage and general partnership liability premiums and other insurance and regulatory expenses, including any costs and expenses relating to any retention or deductibles
• • (x) filing, title, transfer, registration and other similar fees and expenses
• • (xi) printing, communications, marketing and publicity
• • (xii) the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedule K 1s (or equivalent), other communications with Partners or any other administrative, compliance or Fund-related or investment-related regulatory filings, reports, documents, forms, schedules and information, or other information, including fees and costs of any third-party service providers, distribution agents and professionals related to the foregoing
• • (xiii) any reporting, filing and other compliance contemplated by the AIFMD, or any other fees, costs and expenses relating to the AIFMD, including fees, costs and expenses of any third-party service providers and professionals related to the foregoing
• • (xiv) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tools, computer software or other administrative or reporting tools for the benefit of the Fund or the limited partners
• • (xv) any activities with respect to protecting the confidential or non-public nature of any information or data
• • (xvi) to the extent provided in the Fund’s Governing Documents, or otherwise approved by Alignment Growth in its sole discretion, activities or proceedings of the LPAC
• • (xvii) indemnification (including any fees, costs and expenses incurred in connection with indemnifying any Partner or other person pursuant to the Fund’s Governing Documents and advancing fees, costs and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Fund’s Governing Documents), except as otherwise set forth in the Fund’s Governing Documents
• • (xviii) actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including the costs and expenses of discovery related thereto and any judgment, other award or settlement entered into in connection therewith
• • (xix) any annual limited partner meeting or other periodic, if any, meetings of the limited partners, any other conference or meeting with any limited partner(s) and any periodic executive forum of portfolio company management and/or other persons and related meal and entertainment expenses, in each case, to the extent incurred by the Fund, the GP or any affiliate of the GP in connection with the Fund
• • (xx) except as otherwise determined by Alignment Growth in its sole discretion, any fee, cost, expense, liability or obligation relating to any alternative investment vehicle or its activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such alternative investment vehicle) that would be a Fund expense or organizational expense if it were incurred in connection with the Fund, and any other costs and expenses related to any structuring or restructuring of the Fund and/or its affiliated entities
• • (xxi) the termination, liquidation, winding up or dissolution of the Fund
• • (xxii) defaults by Partners in the payment of any capital contributions
• • (xxiii) amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Fund, the GP and related entities and any alternative investment vehicle of the Fund, including the preparation, distribution and implementation thereof
• • (xxiv) (A) complying with any law, regulation or policy related to the activities of the Fund (including any legal fees and expenses related thereto and any regulatory expenses of the GP incurred in connection with the operation of the Fund)
• • and/or (B) any litigation or governmental inquiry, investigation or proceeding involving the Fund, including any costs and expenses of discovery related thereto and the amount of any judgments, settlements or fines paid in connection therewith, except as set forth in the Fund’s Governing Documents
• • (xxv) any third-party experts, including independent appraisers, engaged by Alignment Growth in connection with the Fund considering, making or holding an investment in the same entity as one or more investment vehicles (other than the Fund) managed or controlled by Alignment Growth
• • (xxvi) unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer by a Limited Partner
• • (xxvii) any taxes, fees and other governmental charges levied against the Fund and all expenses incurred in connection with any tax audit, investigation settlement or review of the Fund (except to the extent that the Fund is reimbursed therefor by a Partner) and any costs and expenses of or related to the “partnership representative” and the “designated individual” of the Fund
• • (xxviii) distributions to the Partners and other expenses associated with the acquisition, holding and disposition of the Fund’s investments, including extraordinary expenses
• • (xxx) compliance or regulatory matters related to the Fund, except as set forth in the Fund’s Governing Documents
• • (xxxi) any travel (including air travel at a cost not exceeding the cost of refundable coach class commercial airfare for flights under four hours or business class commercial airfare for flights of at least four hours, ground transportation (including car service) and annual airport lounge fees and incidental travel expenses), lodging, meals or entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities
• • (xxxii) any expenses incurred in connection with attending industry conferences and hosting or attending training programs
• • (xxxiii) operating any feeder vehicle related to the Fund to the extent not paid by the investors investing in such feeder vehicle, (xxxiv) any Organizational Expenses
• • (xxxv) any Placement Fees
• • (xxxvi) any fees, costs and expenses incurred in connection with administering side letters entered into with limited partners to the extent such fees are not considered “Organizational Expenses”
• • and (xxxvii) any other fees, costs, expenses, liabilities or obligations approved by the LPAC.