In This Presentation:

- Agenda

- Typical Fund Structure

- Typical Fund Waterfall

- Fund Economics- Nuances

- LPA Provisions

- Fund Due Diligence

- Legal Landscape

- PEI Survey

- What’s the SEC been talking about?

- What’s the SEC been saying?

- Hot Topics re Expenses

- SEC Positions

- SEC Response – Clear Energy Capital

- SEC Response – Operational Integration

- SEC Response - Lincolnshire

- What’s Next ---- “Never to Me…”

- What’s Next – the Winds of Change

- Questions & Answers

- Excerpt from Fund Economics- Nuances:

• Manager Benefits

- fee waivers credited to capital contributions

- fee free/ carry free investing

• Deal by deal economics

- At the fund or at the GP

• Special Allocations

- Blocker and AIV structures for particular investors

- LP triggered expenses

... claims, books and records requests, special reporting