ITEM 5: FEES AND COMPENSATION
The description below is intended to provide a brief summary of typical fee, compensation, and expense
structures shared by certain types of Funds, and is not intended to depict every scenario where such
structures may differ. All investors should review the Governing Documents of each Fund in conjunction
with this Brochure for more complete information.
A. Compensation for Advisory Services
With respect to any Funds managed by Evolution in which all investors are “qualified purchasers”, as
defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “1940
Act”), or “knowledgeable employees” as that term is used in Rule 3c-5 under the 1940 Act,
information regarding the fees and compensation payable by such investors is not required to be
disclosed herein.
From time to time, Evolution may in its sole discretion afford certain investors in Funds, including its
employees, more favorable economic terms than other investors in the same Fund or other investors
within the same investment strategy, including with respect to management and performance-based
compensation.
Form ADV Part 2A
Evolution Capital Management LLC
B. Deduction of Fees
Evolution does not charge any management fees on Fund assets. Performance fees payable to
Evolution by the Funds are generally deducted from investor accounts on an annual basis after
completion of the audit of a Fund’s year-end financial statements. Evolution also receives a portion
of the management fees and performance fees collected by its affiliate, Evo Capital Management Asia
Limited (“ECM Asia”) for services provided by Evolution for the benefit of the Evo Absolute Return
Funds (as defined below). The management fees payable to ECM Asia are calculated and accrued
based on the net asset value of the Evo Absolute Return Funds at the beginning of each month and are
deducted from investor accounts quarterly in arrears. Performance fees payable to ECM Asia are
deducted after the finalization of the year-end net asset value applicable to the Evo Absolute Return
Funds.
C. Other Fees and Expenses
(1) Fees and Expenses Generally.
Subject to the Governing Documents, the Funds bear all costs, fees, expenses and liabilities that
are incurred by, or arise out of their operation and activities. These include all ongoing costs and
expenses associated with the administration and operation of the Funds, such as, without
limitation, brokerage commissions, investment and hedging expenses, insurance premiums, tax
and filing fees, legal, external valuation and auditing expenses, accounting, administrative, and
consultant and other service provider expenses, trading and risk management system expenses,
travel expenses related to fund investments, and expenses incurred with respect to furnishing
investors with annual reports and other financial information. The Funds also are obligated to
pay any extraordinary expenses they may incur, such as the expense of any litigation. To the
extent any such costs and expenses are paid by Evolution, Evolution is entitled to be reimbursed
by the Funds. Evolution may waive its right to be reimbursed for out-of-pocket expenses
incurred on behalf of a Fund, or may voluntarily elect to reimburse a Fund for expenses.
(2) Administration Fees and Expenses.
Evolution has engaged third party service providers (collectively, the “Administrators”) to
provide fund administration services to the Funds. The Administrators are entitled to receive
monthly fees that are based on a percentage of the net asset value of each Fund.
In addition to the standard administration fees described above, the Administrators may also
charge the Funds specific service-based fees. The Administrators are also entitled to
reimbursement of expenses. Certain Funds have engaged the Administrators to provide U.S.
Foreign Account Tax Compliance Act and Common Reporting Standard compliance services.
Fees for these services generally vary based on the number of reportable shareholders per Fund.
(3) Cayman Islands Expenses.
Funds managed by Evolution that are domiciled in the Cayman Islands will incur expenses
arising from the requirement under the Cayman Islands Anti-Money Laundering Regulations to
procure anti-money laundering officers for each Fund. In addition, Cayman Islands domiciled
Funds will be required to register with the Cayman Islands Monetary Authority (“CIMA”) under
the Cayman Islands Mutual Funds Act (for open-end funds) or the Private Funds Act (for closed-
Form ADV Part 2A
Evolution Capital Management LLC
end funds). In either case, all expenses related to obtaining and maintaining any registration with
CIMA will be borne by the Funds.
(4) Additional Expenses Applicable to Funds that Utilize Leverage.
Funds that utilize leverage may enter into credit facilities or obtain leverage through various other
transactions, including but not limited to the use of derivative instruments, margin trading,
borrowing securities, or through securitizations. All initial and ongoing expenses of any such
arrangement may be borne by the Funds benefiting from the arrangement. These expenses may
be amortized in a manner and over a term that is equivalent to the maturity of the arrangement, as
determined by Evolution in its sole discretion.
(5) Additional Expenses Applicable to Funds that Invest Alongside Principals of Evolution
collectively, the “Co-Investment Funds”).
The Co-Investment Funds are eligible to invest alongside affiliates of Evolution in investments
that may include structured transactions providing private financing to publicly listed
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