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| Crowdout Capital LLC
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| CRD # | 305018 |
| SEC # | 801-128395 |
| CIK # | 0001659709 |
| AUM | 102.4 M (2026-03-10) |
| Employees | 9 (78% Investors, 0% Brokers) |
| Fees | |
| Minimum | |
| Phone | 512-900-2646 |
| Address | 812 San Antonio Street Austin, TX 78701 |
| Source | [IAPD] [EDGAR] [Website] [Twitter] [LinkedIn] [Facebook] |
| Total AUM ($M) |
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| Fees and Compensation — Form ADV Part 2A (3/10/2026) [Brochure] |
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Item 5 – Fees and Compensation
Item 5.A
The Governing Documents of each Fund set forth in detail the fee structure relevant to such
Fund.
Depending on the Fund, Republic Square typically receives compensation from fees based
on a percentage of assets under management (“Management Fees”), performance-based
compensation, carried interest payments and payment of certain other fees or expenses, in
each case, as disclosed in each Fund’s Governing Documents. See the below sections on
Management Fees and Performance-Based Compensation and Carried Interest for further
details. Investors should review the Governing Documents for each Fund. These
documents detail all fees and expenses incurred by the Funds.
Republic Square may negotiate fees and/or waive all or a portion of the fees paid by the
Funds and/or investors in the Funds, including fees paid by the Firm’s employees and
affiliates. Republic Square may, in its sole discretion, enter into different fee arrangements
with different Funds or investors in the Funds for the same investment management
services, including the Firm’s employees and affiliates.
Management Fees
Subject to the terms and conditions of each Fund’s Governing Documents, Republic Square
or Republic Square’s Affiliated General Partners will receive a Management Fee. These
fees are typically payable quarterly and range from 0% to 2.5% of each Fund’s capital
commitments or invested capital. The fees borne by any Fund, at times, may be reduced in
certain circumstances during a Fund’s term. Management Fees may differ from one Fund
to another and could potentially vary among investors in the same Fund. Management Fees
paid by a Fund are indirectly borne by investors in such Fund. Republic Square’s
Management Fees are generally payable quarterly in advance. Subject to the terms of the
applicable Governing Documents, if Republic Square does not provide services for the full
period in respect of which such Management Fees are paid, Republic Square will typically
return a pro rata portion of such Management Fees calculated based on the number of days
remaining in the applicable time period.
Performance Based Compensation and Carried Interest
From certain of its Funds, Republic Square receives an incentive allocation equal to a
percentage of the net income allocated to each Investor for the year, but only to the extent
net income allocated to that Investor exceeds any cumulative losses that were allocated to
that Investor for earlier periods and that have not been recovered (a “high water mark”).
This incentive allocation is generally between 10% and 20% and is typically made at the
end of each calendar year. For some of its Funds, Republic Square and/or the respective
Affiliated General Partner is entitled to receive carried interest distributions equal to 20%
of net profits derived from the disposition of investments (following a return of all capital
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contributions and a preferred rate of return of 8% per annum to the investors of the relevant
Fund).
The incentive allocation is only charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
It should be noted that any new Client launched by Republic Square may have materially
different terms than those summarized above.
Item 5.B
Management Fees are typically funded with either (i) capital contributions drawn for such
purpose, generally on a quarterly basis, (ii) deducted from cash held by such Fund
following the funding of undrawn capital commitments by investors in such Fund, or (iii)
withheld from proceeds otherwise distributable by such Fund, in each case in accordance
with such Fund’s Governing Documents. Incentive allocations are typically reallocated
from investor capital accounts to Republic Square’s capital account as of the last business
day of each year in the manner set forth above and in the applicable Fund’s Governing
Documents. Carried interest distributions are typically distributed to the applicable
Republic Square entity from time to time upon the disposition of portfolio investments by
a Client and are distributed to such Republic Square entity in accordance with the terms of
the applicable Governing Documents.
Item 5.C
Firm Expenses
Republic Square pays for its ordinary overhead expenses, such as the costs and expenses
associated with providing the Clients office space, furniture, fixtures, equipment, facilities,
supplies and necessary ongoing overhead support services for the Clients’ operations; the
compensation of the Firm’s personnel; any taxes imposed by reason of the Management
Fees paid to the Firm; and certain expenses incurred in connection with organization and/or
registration of the Affiliated General Partners, the Firm or their affiliates, as provided in
each Fund’s Governing Documents.
Fund Expenses
In addition to bearing Management Fees, incentive allocation and/or carried interest, if any,
each Fund also will be responsible for expenses related to its investments and operations as
is set forth in the Governing Documents for such Fund. Such fees and expenses may include,
but are not limited to, (i) all investment-related costs and expenses (i.e., expenses that, in
Republic Square’s or the Affiliated General Partner’s sole discretion, are related to the
investment of such Fund’s assets, whether or not such investments are consummated),
including commissions and charges, clearing and settlement charges, option premiums and
custodial and service fees, research-related expenses, fees and expenses relating to
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consultants, experts, and expenses relating to attorneys, brokers or other professionals or
... |
| Account Minimums and Types of Clients — Form ADV Part 2A (3/10/2026) [Brochure] |
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Item 7 – Types of Clients
Republic Square provides discretionary investment advice solely to the Funds, as
described in Item 4.B. above. Investors in the Funds will be required to meet certain
eligibility and suitability qualifications and make certain representations prior to investing
in a Fund. Investors are generally “accredited investors” within the meaning of Rule 501(a)
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under the Securities Act of 1933, as amended, and are generally either “qualified
purchasers” within the meaning of Section 2(a)(51) under the Investment Company Act of
1940, as amended, or “qualified clients” within the meaning of Rule 205-3 under the
Advisers Act. Subscription minimums are disclosed in the relevant Governing Documents
for each Fund (although Republic Square maintains the discretion to accept less than any
minimum investment amount).
As further described in Item 4.C above, each of the Funds may enter into agreements, or
“side letters,” with certain prospective or existing Fund investors whereby such investors,
including such persons that may be affiliated with Republic Square or its related persons,
may be subject to terms and conditions that are more advantageous than those set forth in
the Governing Documents for the Fund. For example, such terms and conditions may
provide for special rights to make future investments in the Funds, other investment
vehicles or managed accounts; special redemption rights, including those relating to
frequency or notice; a waiver or rebate in fees or redemption penalties to be paid by the
and/or other terms; rights to receive reports from the Fund on a more frequent basis or that
include information not provided to other investors (including, without limitation, more
detailed information regarding portfolio positions) and such other rights as may be
negotiated by Republic Square and such investors. These modifications are solely at the
discretion of Republic Square and may, among other things, be based on strategic
relationships for Republic Square, the size of the investor’s investment in a Fund, an
agreement by an investor to maintain such investment in a Fund for a significant or defined
period of time, or other similar commitment by an investor to a Fund. |
| Type | Form D Funds | Date | Sold | AUM |
|---|---|---|---|---|
| PE | Co Long Term Equity Fund I LP | [2023-06-23] | 52.5 M | 6.9 M |
| Offered $150,000,000 · Filed 2024-02-27 (D/A) · Exemption 506(b), 3(c), 3(c)(1), 3(c)(7) · Remaining $97,480,000 · Duration One year or less · Revenue Decline to Disclose | ||||
| Other | Co Sourceability Co-Investment 1 LP | [2023-06-23] | 45.4 M | 13.9 M |
| Offered $45,356,882 · Filed 2024-02-27 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Duration One year or less · Revenue Decline to Disclose | ||||
| Other | Co Sourceability Co-Investment 2 LP | [2023-06-23] | 18.8 M | 5.8 M |
| Offered $18,751,629 · Filed 2024-02-27 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Duration One year or less · Revenue Decline to Disclose | ||||
| Other | Co Sourceability Co-Investment 3 LP | [2023-06-23] | 14.0 M | 5.2 M |
| Offered $13,992,495 · Filed 2024-02-27 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Duration One year or less · Revenue Decline to Disclose | ||||
| Other | Crowdout Credit Opportunities Fund LLC | [2023-06-23] | 60.3 M | 54.5 M |
| Filed 2026-03-12 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose | ||||
| Other | Crowdout Nuevo LLC | [2023-06-23] | 15.8 M | 16.1 M |
| Filed 2022-01-28 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $25,000 · Remaining Indefinite · Duration More than one year · Revenue Decline to Disclose | ||||
| AUM Breakdown | Accounts | AUM ($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 | 6 | 102.4 |
| (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 | 0 | 0.0 |
| (n) Other | 0 | 0.0 |
| Total | 6 | 102.4 |
| By Discretionary | ||
| Discretionary | 6 | 102.4 |
| Non-Discretionary | 0 | 0.0 |
| Total | 6 | 102.4 |
| By Non-United States Persons | ||
| Non-United States Persons | 0.0 | |
| United States Persons | 102.4 | |
| Total | 6 | 102.4 |
| Form D Directors | Role | # Filings | # Firms | 2011 - 2026 |
|---|---|---|---|---|
| Alexander Schoenbaum | Executive Officer | 11 | 2 | |
| Brian Gilmore | Executive Officer | 8 | 2 | |
| Crowdout Capital LLC | Director | 6 | 1 | |
| Crowdout Capital | Director | 1 | 1 | |
| Crowdout Management Partners I LLC | Director | 1 | 1 |
| EDGAR Form | CIK | 2011 - 2026 |
|---|---|---|
| D | [0001659709] |
| Firm Profile (Form ADV) | |
|---|---|
| Discretionary AUM | $0.2B |
| Serves | Institutional, Research |
| Fund Types | Private Equity |
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|---|---|---|
|
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NY | |
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Upwelling Capital Group LLC
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CA | |
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Avanz Capital Management LP
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MD | |
|
Kiwanja Capital Partners LLC
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IL |