Item 5. Fees and Compensation
AGAM’s fees are negotiable depending on such factors as products offered, services rendered and portfolio
size. Fees are earned as follows:
Fund Management Fees and Expenses
All fund related fees and expenses, including, but not limited to Management Fees (the “Management
Fee”) to the Managers and the Investment Advisor, as well as, all expenses of a Fund not payable from the
Management Fee shall be incorporated into the effective price per unit (“Unit Price”) paid by Investors in
the Funds.
The Unit Price paid by investors in a Fund shall include expenses incurred by the respective fund or its
Manager, or the Investment Advisor, relating to the acquisition, holding, or disposition of an investment (or
a proposed investment that is not consummated); routine administrative expenses of each respective Fund;
and the preparation of reports and notices (the “Administrative Expenses”);
The Unit Price paid by investors in a fund shall include expenses incurred by each respective Fund or its
Manager, or the Investment Advisor, relating to audit, insurance, litigation-related and indemnification
expenses; as well as rent, utilities, telecommunications, office furniture, equipment, computers, and
compensation of Fund employees and other Fund personnel (the “Operating Expenses”).
Additionally, the Unit Price paid by investors in a Fund will include all reasonable expenses, including
legal, accounting, marketing, printing, and travel expenses, incurred by a Fund, or the Manager, or the
Investment Advisor, or its affiliates, in organizing a respective Fund (“Organizational Expenses”).
The allocation of all fees and expenses paid on a per unit basis by investors in the Fund shall not exceed a
total of twenty seven percent (27%) of the Unit Price, and may include the following:
• Two (2) years of Management Fees (or 4% of the Unit Price);
• Two (2) years of Administrative Fees (or 1% of the Unit Price);
• Two (2) years of Operating Expenses (or 2% of the Unit Price);
• Structure and Diligence Expenses (or 8% of the Unit Price);
• Five Percent (5%) of the Unit Price as a sales charge for Manager, if no Placement Agent; or
Aeon Global Asset Management, LLC FORM ADV PT. 2 (Brochure) Page 4
• Twelve Percent (12%) Banking Fee to Placement Agent (if applicable).
In the event an Investor remains a member in a respective Fund for more than two (2) years, Management
Fees, Operating Expenses, Administrative Expenses, and any applicable Carried Interest will continue to
accrue, until time of Distribution (defined in each Series PPM Supplement). A Series is defined as a
separate division of the Fund entity. The Funds distinguish each Series within the series limited liability
company by a distinct letter designation. Typically, each Series of the Funds contains a different security
as the asset that underlies and is described in the Series PPM Supplement.
The first two (2) years of Management Fees and Expenses shall be paid to the Manager of a respective Fund
immediately upon the closing of the sale of Units. After two (2) years, the Management Fee shall be charged
to each Member’s capital account at the rate of one half of one (0.5%) percent per fiscal quarter, in advance.
After two (2) years, Operating and Administrative expenses will be accrued as incurred and are estimated
to aggregate 1% and 0.5% annually, respectively. Payment of these expenses will be made at the time of
Distribution and closing out the investment.
The Managers and Investment Advisor may receive additional compensation, known as “Carried Interest”
at the time of Distribution within a respective fund. Carried Interest is the net return on investment upon
liquidity and following payment of the unrecovered Capital Contribution. Distribution of Carried Interest
shall be made as follows:
(i) first, 100% to each Investor in proportion to their respective Capital Contributions, until each
Investor has received distributions equal to their respective unrecovered Capital Contributions;
(ii) thereafter, 80% to each of the Members in proportion to their respective Capital Contributions,
and 20% to the Manager and Investment Adviser as a carried interest (“Carried Interest”).
The Managers and Investment Advisor may distribute a portion of their Carried Interest allocation to a
Placement Agent or its affiliates, including employees, officers, directors and agents of a Placement Agent
and its affiliates.
The Managers will be entitled to withhold from any distribution to be made to a Member amounts (i)
necessary to create, in the Manager’s discretion, appropriate reserves for expenses and liabilities for the
Fund, (ii) owed by such Member, including any withholding taxes, or (iii) subject to any capital call.
Conflicts of Interest
As a fund sponsor, we want to ensure success for our investors and ourselves. In connection with the
foregoing, we navigate various potential conflicts of interest that may arise out of your Series’ relationship
with the Manager and its affiliates. Because we organize and operate your Series, conflicts we face as
Manager have not and will not be resolved through arm’s length negotiations between disinterested parties,
but through the exercise of our good faith judgment consistent with our fiduciary responsibilities. The fee
disclosures above (and similar disclosures in the Memorandum) are provided to help you understand the
fees you are paying and how the Manager and its affiliates are benefiting from services related to your
Series. Of course, these compensation relationships were not negotiated at arm’s length and may or may
not represent the fair market value of the services provided.
On a going forward basis, we may face additional potential conflicts in managing your Series, including,
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