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 Funds. The fees
and rights listed may vary depending on the class of interests to which any investor is subscribed. It
should be noted that detailed disclosure about the fees and other expenses applicable to an
investment in the Funds is provided in the respective operative documents. Those documents should
be carefully reviewed prior to making an investment in the Funds.
GRVP
GRVP is structured such that GrizzlyRock receives compensation commensurate with the respective
classes of interest or series in which an investor is invested. Separate classes of interests in the Fund
have been established that provide for different or additional terms including without limitation
reduced or waived advisory fees. Certain classes of interests will only be offered to large or strategic
investors or investors that are members, principals, employees or affiliates of GrizzlyRock.
With respect to the advisory services provided to GRVP, GrizzlyRock typically receives a management fee
calculated at an annual rate dependent upon the class(es) or series of interest in which an investor is
invested that is calculated based on the value of an investor’s capital account at the end of the
applicable accounting period. Management fees are payable monthly in advance after adjusting for any
expenses charged to different classes and before deducting any estimated and/or unpaid performance
allocations. GrizzlyRock in its sole discretion 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.
The Adviser may at any time designate a GRVP investment that upon acquisition or sometime 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. The Adviser does not expect that more than 10% of the Net Asset
Value of a Fund will be attributable to Designated Investments. Separate capital accounts will be
established for an investor’s participation in such Designated Investments. No management fee will be
paid with respect to Designated Investments over the period the investments are designated as such,
however, the management fee shall accrue and be paid upon the realization or deemed realization of
the investment, as determined in the sole discretion of the Firm. The Firm has the discretion to waive,
reduce or recalculate the management fee at any time.
In addition, the Adviser is eligible to receive an annual performance allocation reallocated from the
capital accounts of each investor to the General Partner. The performance allocation is calculated based
upon an investor’s realized and unrealized return over a particular time compared to a “high-water
mark” as set forth in the relevant offering materials. When calculating the performance allocation, the
management fee and all items of income, loss and expense incurred by the relevant Fund will be taken
into account. No performance allocation will be reallocated from capital accounts of Designated
Investments until the investment is subject to a realization event. At such time, the performance
allocation will be measured over the period beginning at the creation of the capital account
corresponding to the Designated Investment and ending on the realization date. GrizzlyRock in its sole
GrizzlyRock: Part 2A Page 6
discretion reserves the right to waive, modify or calculate differently the performance allocation for
certain investors, including for investors that are members, principals, employees or affiliates of the
Adviser or for certain large or strategic investors.
Investors in the Fund are generally limited in their ability to terminate their participation in the Fund. In
addition to other redemption and transfer restrictions that are described in the Fund's offering
materials, the Fund imposes a “lock-up” period such that investors may not withdraw capital that has
not been invested for a specified period of time. Subsequent to the lock-up period, investors may make
partial withdrawals of their capital account balances subject to the limitations described in the Fund’s
offering materials. In processing withdrawal requests, the Adviser may elect to hold back the investor’s
pro rata share of any capital reserved to fulfill Fund expenses, liabilities or any unpaid management fees.
Investors with interests in Designated Investment capital accounts are subject to longer “lock-up”
periods with respect to these investments as the Adviser is not obligated to satisfy a withdrawal request
prior to the end of the quarter during which a Designated Investment has been subjected to a
realization event. The Adviser may also elect to hold back the investor’s pro rata share of any capital
reserved to fulfill Fund expenses, liabilities or any unpaid managed fees with respect to redemption
requests related to Designated Investment capital accounts.
CoVest
CoVest investments are made through a separate series of the Fund where each series is treated as a
separate and distinct legal entity having separate assets, investment portfolios, and investors. Investors
in each series have the option to select between two different “performance options” at the time of
subscription that determine the manner in which the Adviser will be compensated for its investment
management services. More specifically, investors may select to pay quarterly a management fee and
...