--- title: "Q3 fund filings: zero commissions and the cost… | Altss Blog" description: "Four Q3 2026 fund notices separate zero commission fields from manager-paid services, undetermined placement fees, affiliate compensation and management…" canonical: "https://altss.com/blog/zero-sales-commissions-fund-filings-q3-2026" --- [Altss Research](https://www.linkedin.com/company/altss) 6 min read UpdatedOct 15, 2026 Share # Q3 fund filings: zero commissions and the cost of distribution Four Q3 2026 fund notices separate zero commission fields from manager-paid services, undetermined placement fees, affiliate compensation and management economics. On this page [Back to blog](https://altss.com/blog) Share [LinkedIn](https://www.linkedin.com/sharing/share-offsite/?url=)[X](https://x.com/intent/tweet?url=&text=Q3%20fund%20filings%3A%20zero%20commissions%20and%20the%20cost%20of%20distribution)Copy link On this page [Who’s actually backing funds like yours? Book a demo](https://altss.com/book-demo) Image: A disclosure drawer separates zero reported commissions and finders’ fees from Hamilton Lane’s monthly service-fee clarification. Hamilton Lane Secondary Fund VII-A LP reported zero sales commissions and zero finders' fees in its July 8, 2026 Form D. The same notice describes a monthly payment from the manager to Hamilton Lane Securities for placement-agent services. Audax Private Equity Fund VIII-A, L.P. also reported zeros, but its clarification describes a retained placement agent whose fee will be determined based on certain commitments raised. The economic difference is more useful than the identical dollar fields. One notice identifies a recurring service paid by the manager across several funds; the other leaves an eventual fundraising-related fee undetermined. Neither compensation clarification supplies a price that can be used to rank the cost of raising the two funds. Four selected notices filed in July and August 2026 show why a distribution comparison needs the payer, payment basis and scope beside the reported amount. Hamilton Lane and Audax describe intermediary services. Carlyle describes affiliate-paid compensation linked partly to capital raised. Prime Movers separately discloses management-fee and carried-interest entitlements. The examples concern these dated disclosures, rather than a census of Q3 distribution arrangements or a statement of current contracts. ## Hamilton Lane: a manager-paid service across several funds The [Hamilton Lane notice](https://www.sec.gov/Archives/edgar/data/2136786/0000904454-26-000399.txt) names Hamilton Lane Securities LLC in its sales-compensation recipient section. Its clarification says the firm receives a monthly fee from the manager for general placement-agent services on behalf of the issuers and other funds managed by that manager. That establishes a described commercial arrangement even though the two commission and finders'-fee fields are zero. It also identifies the payer and cadence: the manager pays monthly. The compensation clarification gives no monthly fee amount. A research record that retains only the zero would lose the affirmative evidence of the service. The scope matters just as much. VII-A is the primary issuer, VII-B is an additional issuer, and the clarification extends to other managed funds. Assigning the entire monthly service fee to VII-A would concentrate a broader arrangement in one vehicle without an allocation basis. Dividing an assumed fee by the fund's reported sales would add a second unsupported step: the notice reports zero sold and a first sale yet to occur. The service arrangement and the offering's sale status can therefore coexist. A pre-sale notice is not evidence of a completed fundraise or of an unpaid distribution function. The distinction between a filing and a first sale is also visible in [Altss's July fund-notice comparison](https://altss.com/blog/july-2026-sec-private-fund-notices-first-sales-offering-boundaries). ## Audax: the retained agent is known, the fee is not The [August 21 Audax notice](https://www.sec.gov/Archives/edgar/data/2139135/0000904454-26-000470.txt) names Eaton Partners, a business division of Stifel, Nicolaus & Co., Inc., as the compensation recipient. The commission and finders'-fee dollar fields are zero. Its clarification says a placement agent has been retained and will be apportioned a fee to be determined based on certain commitments raised. Here, the narrative identifies an engagement and a basis for determining compensation, while leaving the eventual amount open. That compensation clarification supplies no fee percentage, minimum, cap or payment schedule. The zero field cannot resolve those missing commercial terms. The submission additionally names Audax Private Equity Fund VIII-B, L.P. and its VIII-B feeder. The placement-agent clarification does not allocate a future fee among those vehicles. A comparison of the agent's fund-specific economics would therefore need an allocation as well as the eventual fee. The presence of several legal issuers in one submission does not establish several separately priced engagements. Audax's use-of-proceeds clarification also states that the general partner is entitled to a performance allocation and a management fee, discussed in the confidential offering materials. Those rights are separate from the placement-agent clarification. Treating all three as one commission measure would merge different economic relationships before their amounts are known. ## Carlyle: the payer changes the interpretation [Carlyle Europe Realty Fund III, S.C.Sp.'s July 23 notice](https://www.sec.gov/Archives/edgar/data/2094561/0002094561-26-000001.txt) names TCG Capital Markets L.L.C. as its recipient and reports zero commissions and finders' fees. The clarification says employees of the general partner's affiliate involved in placing interests receive compensation partly based on the capital raised for the issuer. It expressly states that Carlyle bears that compensation, rather than the issuer's investors. The payer statement answers a question the zero cannot: who bears the described placement-linked employee compensation. It supports that specific distinction between the affiliate and issuer investors. That compensation clarification does not disclose the affiliate's total distribution budget or establish the fund's complete investor expense schedule. For an institutional LP comparing expenses, that qualification is consequential. A payment described as borne by an affiliate has a different stated incidence from a fee charged to the fund or its investors. The notice supports the former for this compensation; a broader claim about all investor costs would require the fund terms. For a GP mapping distribution relationships, the named recipient is evidence of the disclosed relationship at filing, without independently establishing its later status or registration. ## Prime Movers: management economics sit outside the zero fields The [August 13 Prime Movers Early Growth Fund II LP notice](https://www.sec.gov/Archives/edgar/data/1955169/0001123292-26-001098.txt) lists no sales-compensation recipients in the captured section and reports zero commissions and finders' fees. Its use-of-proceeds text nevertheless says the general partner or an affiliate is entitled to carried interest and the investment adviser is entitled to management fees. It refers to the governing agreement for those arrangements. The distinction is between a distribution-compensation disclosure and the manager's economic rights. The absence of a listed sales recipient does not turn the zero into a statement that management services carry no charge. Conversely, management-fee or carry language alone does not identify a placement-agent engagement. The use-of-proceeds clarification establishes those entitlements without giving their detailed pricing. ## A zero is a field value, not a complete cost assessment The [SEC staff Form D FAQ](https://www.sec.gov/about/divisions-offices/division-corporation-finance/frequently-asked-questions-answers-form-d) addresses an inapplicable Item 12, the sales-compensation recipient section. Where the issuer has not or does not expect to pay directly or indirectly a commission or similar compensation connected with the offering, the guidance says to leave that section's fields empty and proceed to Item 13. That explanation concerns Item 12; it is not a universal interpretation of every zero elsewhere on the form. A cost comparison needs the applicable contractual amount and the entity or investors to whom it is allocated. An intermediary-relationship comparison needs evidence of the named engagement and its date. These four notices provide parts of those answers, with different missing terms. Their zeros cannot fill the gaps, and a later filing should be treated as a [new dated observation](https://altss.com/blog/q3-2026-fund-amendments-reported-sales-comparisons), rather than proof that an earlier fee or engagement remained unchanged. Share this article Share ### See Altss in action. Bring your research question or target market to a 30-minute live product walkthrough. [Book a demo](https://altss.com/book-demo?source=%2Fblog%2Fzero-sales-commissions-fund-filings-q3-2026)[Explore plans](https://altss.com/pricing) ## Related articles [Image: Top 6 Private-Company Deal-Sourcing Databases Used by PE & VC Firms (2026)](https://altss.com/blog/top-6-private-company-deal-sourcing-databases-used-by-pe-and-vc-firms-2025) Private Markets18 min read ### [Top 6 Private-Company Deal-Sourcing Databases Used by PE & VC Firms (2026)](https://altss.com/blog/top-6-private-company-deal-sourcing-databases-used-by-pe-and-vc-firms-2025) Updated for 2026: the six platforms buy-side teams actually use—PitchBook, S&P Capital IQ Pro, SourceScrub, Grata, CB Insights, and Altss—with ownership ch [Altss Research](https://www.linkedin.com/company/altss)Oct 6, 2025 [Image: A replacement galley and separate addendum distinguish a Citadel13F restatement from HBK’s added holdings.](https://altss.com/blog/13f-amendments-restatement-new-holdings-citadel-hbk) Private Markets4 min read ### [13F amendments: replacing a report or adding previously omitted holdings](https://altss.com/blog/13f-amendments-restatement-new-holdings-citadel-hbk) 13F restatements and additions need different dataset operations. Exact Citadel and HBK filings show reporting-period and entry-count boundaries. [Altss Research](https://www.linkedin.com/company/altss)Oct 15, 2026 [Image: A three-date comparison instrument separates June30 holdings, August14 filing and October15 observation,107days after the holdings date.](https://altss.com/blog/13f-october-2026-june-holdings-q3-reporting-deadline) Private Markets6 min read ### [13F dates in October 2026: June holdings and the Q3 deadline](https://altss.com/blog/13f-october-2026-june-holdings-q3-reporting-deadline) Original Q2 filings and current SEC guidance explain holdings dates, filing dates, the Q3 deadline and what an October 13F observation can establish. [Altss Research](https://www.linkedin.com/company/altss)Oct 15, 2026 ## See the allocators behind your next close. Public records carry source-specific dates where available. No population-wide measured refresh cadence or universal verification deadline is established here. 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