Fees and Compensation — Form ADV Part 2A (4/1/2025)
[Brochure]
Item 5. Fees and Compensation
The Adviser does not charge an asset-based fee but may charge fees or expenses to the portfolio companies
of the Fund as payments for services rendered by the Adviser. These fees and expenses include, but are not
limited to, monitoring fees, transaction fees, and other consulting or advisory fees. In addition, the Adviser
may charge the Fund and portfolio companies of the Fund for reimbursement of such Fund or portfolio
company expenses borne by the Adviser, such as but not limited to organizational expenses, partnership
expenses, or general operational expenses.
The Fund’s manager earns a performance-based compensation (“Carried Interest”) based on the profits of the
Fund that is deducted from the investment proceeds of the members. The manager receives Carried Interest
of 25% of the profits of the Fund. The Fund’s Governing Documents include further detail concerning the
Carried Interest calculation. While not generally negotiable, the manager of the Fund may, in its sole
discretion, waive or reduce the amount of Carried Interest for a member in the Fund, particularly with regard
to employees of the Adviser and their family members. Given that the manager’s carried interest allocations
are based on the performance of the Fund, the structure may incentivize the manager to make investments
that may be more speculative than would be the case in the absence of such distributions. This incentive is
mitigated, however, because any losses the Fund sustains will reduce the manager’s Carried Interest
distribution.
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Additionally, the incentive is further mitigated by the fact that the Adviser’s ability to attract future investors
is tied to the performance of its investments. These performance fee arrangements have been structured
subject to Section 205(a)(1) of the Investment Advisers Act of 1940 in accordance with the available
exemptions thereunder, including the exemption set forth in Rule 205-3.
Account Minimums and Types of Clients — Form ADV Part 2A (4/1/2025)
[Brochure]
Item 7. Types of Clients
As described in Item 4, the Adviser’s Client is a pooled investment vehicle.
The Fund limits its investors to persons who are “accredited investors” as defined in the Securities Act of
1933. The minimum contribution for members in the Fund was $1,000,000, but commitments less than
$1,000,000 were also accepted at the discretion of the Fund’s manager.
Investors in the Fund include a range of U.S.-based investors, including, among others, individuals, trusts
and family offices. In addition, employees and other persons associated with the Adviser and/or its affiliates
are investors in the Fund.
Opportunities to invest in a portfolio company may be made available to any person or entity, including
without limitation, strategic investors, lenders, deal sources, other private equity firms, members of the
Fund, other persons or entities affiliated, associated or otherwise known to the Adviser or its personnel and
unrelated third parties. These may arise whenever the Adviser has the opportunity for an investment in an
existing or prospective portfolio company and the Adviser determines that all or a portion of the applicable
opportunity is not required to be offered to, or is not appropriate for, the Fund. Such determinations are
based on the provisions of the Fund’s Governing Documents and other factors as the Adviser may consider
in its sole discretion, including those that may be specified from time to time in its policies on investment
allocation.