Fees and Compensation — Form ADV Part 2A (3/30/2026)
[Brochure]
Item 5 - Fees and Compensation
Fees
The Adviser typically charges fees that are based upon a set percentage of assets under management and
performance. Set forth below are summaries of the fees payable by investors in the Clients. It should be
noted that detailed disclosure about the fees and other expenses applicable to an investment in the Client
are provided in the respective Governing Documents. Those documents should be carefully reviewed prior
to making an investment in the Client.
In consideration for investment management services provided to its Clients, Grafton receives a
management fee based upon the aggregate amount of fee-paying assets or total committed capital. The
management fee is calculated and payable either annually, or quarterly in advance, based on the value of
the investor’s capital account(s) as of the end of the immediately preceding quarter or on the date of a
contribution if other than the beginning of a quarter, or total commitments. Grafton, in its sole discretion,
Grafton: Part 2A Page 5
reserves the right to waive, modify or calculate differently the management fee for certain investors,
including for investors that are members, principals, employees or affiliates of the Adviser, or for certain
large or strategic investors.
For certain Clients, the Adviser may declare an investment that, upon acquisition or thereafter, becomes
illiquid or difficult to value, as a “Designated Investment.” Participation in Designated Investments will be
limited to investors that subscribed on or prior to the date the investment is declared as a Designated
Investment. Separate capital accounts will be established for an investor’s participation in illiquid
liquidating investments.
In addition, the Adviser, or the General Partner, typically receives an annual performance-based incentive
allocation reallocated from the capital accounts of each investor to the Adviser, as further described in
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2026)
[Brochure]
Item 7 - Types of Clients
Grafton provides investment advisory services to pooled investment vehicles operating as private
investment funds and Co-Investment Vehicles which may (i) tailor their investment objectives to specific
financial instruments and/or (ii) be subject to different terms and fees than those of other Clients. Such
investment objectives, fee arrangements and terms will be individually negotiated with the underlying
investor(s).
Grafton: Part 2A Page 8
Each investor in the Clients must meet certain eligibility provisions. Interests in Clients are generally
offered to investors who qualify as qualified purchasers within the meaning of Regulation D of the
Securities Act. Further, while the minimum initial investment will vary for each investment vehicle, the minimum
initial investment in the Funds is $5,000,000. The Adviser may waive or increase minimum account sizes and
decline to accept new investments in its sole discretion.
Filed 2026-01-15 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $40,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($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
9
1,163.3
(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