Fees and Compensation
Blue Rock generally receives a management fee (the “Management Fee”) from each of the Funds
for which it serves as investment adviser. The Management Fee ranges from 0% to 1.50% per
annum of the value of a Fund’s assets under management.
In addition to a Management Fee, Blue Rock may also receive performance-based compensation
in the form of a fee or allocation (the “Performance Fee”) from certain Funds. Performance Fees
in the form of an allocation range from 0% to 1% of net realized and unrealized gains or losses
on applicable Fund assets, while Performance Fees in the form of a fee range from 0% to 30% of
net realized and unrealized gains or losses on applicable Fund assets.
Blue Rock may enter into side letters and other agreements and arrangements ("Side Letters")
with certain investors pursuant to which an investor may receive reports and have access to
information regarding the Fund's portfolio that may not be generally available to other investors
in the Fund. Such investors may be able to base their investment decisions, including, without
limitation, with respect to withdrawing their capital from the Fund, on information that is not
generally available to other investors in the Fund, including information obtained in connection
with due diligence reviews. Side Letters may also provide more favorable terms relating to,
among other things, management fees or performance fees or allocations, special rights with
respect to future investment capacity, special liquidity or withdrawal rights, “MFN” rights,
consent, indemnity and exculpation rights, and limits on expense pass-through. Further, side
letters may include investment-related or brokerage restrictions that potentially impact an entire
Fund. Although Blue Rock may consider other factors, Blue Rock’s determination to enter into
a Side Letter is often based on the relevant investor’s investment size or the aggregation of
accounts for investors sourced from a certain investment adviser, consultant or other third party.
Side Letters could create preferences or priorities for certain investors as compared to other
investors. Generally, Blue Rock is permitted to enter into Side Letters without the consent of, or
notice to, other investors or other Funds. Moreover, investors or Funds are not entitled to
participate in any special arrangement without Blue Rock’s written approval and agreement.
Investors or Funds not offered a Side Letter or special arrangement do not have any right or
claim against Blue Rock, its affiliates, the Funds or any other investor.
Neither Blue Rock (in either its capacity as investment adviser or as general partner to the
Funds), nor any of Blue Rock’s or the Founding Entity’s owners, principals, officers, employees
or affiliates are assessed a Management Fee or Performance Fee in connection with their
respective investments in a Fund.
Management Fees and Performance Fees, as applicable, are deducted from the assets of each
Fund and reduce the account value or number of units, as applicable. Management Fees and
Performance Fees in the form of an allocation are deducted monthly, while Performance Fees in
the form of a fee are deducted annually. The Management Fee for certain funds is paid in
advance, while the Managements Fee for other Funds is paid in arrears. When paid in advance,
the Management Fee will be prorated for periods of less than one full month. With respect to the
Funds and/or any investor, the Investment Adviser, in its sole discretion, may negotiate a higher
or lower fee or waive, rebate or reduce all or a portion of the Management Fee and/or
Performance Fee.
Each Fund bears its own costs and expenses. To the extent the costs and expenses are jointly
incurred by more than one Fund, such costs and expenses will be allocated among any such
Funds in a manner that Blue Rock considers fair and reasonable. The Funds’ costs and expenses
may also include, but are not limited to, all costs and expenses in connection with the purchase,
holding, sale or exchange of securities or other assets (whether or not ultimately consummated)
(i.e., brokerage fees, private placement fees and finder's fees, fees and costs of the Funds’
administrator, interest on borrowed money, real or personal property taxes on investments, costs
and expenses in connection with the registration of investments under applicable securities laws,
and related legal, accounting and other fees and expenses), fees and expenses in connection with
the maintenance of bank, brokerage or custodial accounts, legal, accounting, auditing,
bookkeeping, tax return preparation and consulting fees and expenses, liability and other
insurance premiums, the cost of any ERISA 412 bond (if applicable), expenses in connection
with meetings of and communications with Fund investors, entity-level taxes applicable to a
Fund on account of its operations, costs and expenses arising out of a Fund's indemnification
obligations, syndication and organizational costs, fees, and expenses in connection with the
formation and organization of a Fund (including, without limitation, legal and accounting fees
and expenses incident thereto) and costs, fees, and expenses in connection with the liquidation of
a Fund and its assets. Organizational and initial offering expenses may generally, for accounting
purposes, be amortized for up to a 60-month period, which if a Fund is terminated prior to the
amortization period is complete may be debited against the Fund’s assets. Further, if an investor
withdraws from a Fund prior to the end of the organizational cost amortization period, Blue Rock
may accelerate a proportionate share of the unamortized expenses based on the amount being
withdrawn and reduce withdrawal proceeds by the amount of the accelerated expenses. The
Investment Adviser is entitled to prompt reimbursement out of Fund assets for any of such
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