Fees and Compensation — Form ADV Part 2A (3/13/2019)
[Brochure]
Item 5 - Fees and Compensation
A. Fees and Compensation
Below is a discussion of how the Adviser is compensated in connection with providing advisory
services to its Clients. The Adviser may enter into different fee arrangements on a Client by
Client basis and each Client’s offering document and/or investment management agreement
(“IMA”), as applicable, sets forth the specific fee structure (including how and when fees are
calculated, charged and paid). Investors in the Segregated Fund may pay additional fees or
expenses for custodial or other services that those Investors pay out of their own accounts.
Management Fees. Adviser asset-based compensation takes the form of a quarterly
management fee calculated at an annual rate of 1.50% of the value of each Investor’s
investment capital. With respect to the Funds, the management fee is paid quarterly in advance,
based on the value of each Fund Investor’s capital account/shares, as applicable. The
management fee will be adjusted for contributions and withdrawals/redemptions made during
the quarter. Additional terms related to the management fee applicable to the Segregated Fund
are described in its IMA with the Adviser.
Performance-based allocation and fees. With respect to the Funds, the Adviser’s performance-
based compensation takes the form of an annual performance-based allocation or fee equal to
20% of the net profits achieved by the Fund Investor’s investment. The performance-based
allocation or fee is subject to a “high watermark” that requires the Adviser to recoup cumulative
losses from prior calculation periods before performance-based allocation are made and fees
are due. Performance-based allocations or fees are generally calculated and paid annually and
at the time of redemption, with respect to the amount redeemed. Additional terms related to
the performance-based fee applicable to the Segregated Fund are described in its IMA with the
Adviser.
In addition, Fund Investors are subject to an additional fee in the event a Fund Investor
withdraws/redeems any portion of a contribution prior to the one-year anniversary of that
contribution. The additional fee is approximately equal to the management fee that would have
been payable with respect to the withdrawal/redemption amount for the time period until the
one-year anniversary of the applicable contribution.
The management and performance-based allocations or fees may be waived or reduced at the
discretion of the Adviser. Adviser employees currently do not pay management or
Account Minimums and Types of Clients — Form ADV Part 2A (3/13/2019)
[Brochure]
Item 7 - Types of Clients
The Adviser provides investment advisory services to private funds comprised of “qualified
purchasers” under the Investment Company Act of 1940 (the “1940 Act”) and “accredited
investors” as defined in Regulation D under the Securities Act of 1933, as amended. The Clients
are exempt from registration as investment companies in reliance on Section 3(c)7 of the 1940 Act.
Filed 2019-06-13 (D/A) · Exemption 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals)
0
0.0
(b) Individuals (high net worth individuals)
0
0.0
(c) Banking or thrift institutions
0
0.0
(d) Investment companies
0
0.0
(e) Business development companies
0
0.0
(f) Pooled investment vehicles
4
236.0
(g) Pension and profit sharing plans
0
0.0
(h) Charitable organizations
0
0.0
(i) State or municipal government entities
0
0.0
(j) Other investment advisers
0
0.0
(k) Insurance companies
0
0.0
(l) Sovereign wealth funds and foreign official institutions
0
0.0
(m) Corporations or other businesses not listed above