Item 5 – Fees and Compensation
Management Fee
Per the Investment Management Agreement, the Fund pays Alegria (referenced as the “Investment Manager”
herein) a quarterly management fee, calculated, accrued and payable in advance as of the beginning of each
calendar quarter, equal (i) with respect to a Limited Partner’s capital account attributable to its Class A
Interest(s), 0.25% or, beginning on April 1, 2020, to the extent that such Limited Partner is no longer a client or
affiliate of Mariner or Solea, 0.50% of the net worth of such capital account as of the beginning of such
calendar quarter that are accrued as of the applicable calculation date or have been paid during the applicable
calculation period, if any) (approximately 1.0% or 2.0% annually, as the case may be) (the “Class A
Management Fee”); and (ii) with respect to a Limited Partner’s capital account attributable to a Capital
Commitment in respect of a Class B Interest, (a) until the expiration of the Commitment Period with respect to
such Capital Commitment, 0.50% of such Capital Commitment, and (b) after the expiration of such
Commitment Period, 0.50% of the net worth of such capital account as of the beginning of such calendar
quarter (approximately 2.0% annually) (the “Class B Management Fee” and together with the Class A
Management Fee, the “Management Fee”). The Management Fee shall be payable in U.S. Dollars within ten
(10) days after the beginning of each quarter.
Alegria Partners, LLC (“General Partner”), and/or Alegria may waive, reduce, or rebate the management fee
attributable to any Interest (as said term is used and defined in the Offering Documents) held by or on behalf of
any other party, including, without limitation, any employee, agent or affiliate of Alegria and/or the General
Partner. The Investment Manager, in its sole and absolute discretion, may also pay all or a portion of the
Management Fee to certain Limited Partners (including, without limitation, the Strategic Investor), affiliates
and/or other third parties.
The management fee is further described in the Fund Offering Documents.
Operating and Other Expenses
As detailed in the Fund’s Offering Documents, the Fund will bear its own Organizational Expenses, Investment
Expenses and Operating Expenses and will bear and/or reimburse Alegria for Investment Professional Bonuses
(capitalized terms used herein are defined in the Fund Offering Documents). Please refer to the Fund Offering
Documents for additional information regarding fees and expenses of the Fund, as they contain important
information relating to the Fund.
Item 12 further describes that Alegria does not receive any soft dollar benefits and does not receive client referrals
from a broker-dealer or third party related to selection or recommendation of a broker-dealer. Furthermore, Item
14 states that as of the date of this Form ADV Part 2A, Alegria has not engaged a third party to refer investors to
its Fund.