Item 5 - Fees and Compensation
The fees and expenses associated with an investment in the Fund are described in detail in
the Fund’s Governing Documents. An affiliate of i80, i80 Group Lending Opportunities
Fund GP LLC, (“General Partner”) acts as general partner to the Fund.
The Adviser may, in its sole discretion, manage other funds or accounts with higher or lower
fees, different fee structures and different expense payment arrangements than the Fund.
Further, the General Partner, in its sole discretion, may agree with a Limited Partner to
waive or modify the application provisions of the Fund’s Governing Documents,
including the fees charged, with respect to such Limited Partner, without obtaining the
consent of any other Limited Partner.
A. Set forth below is a description of the Fund’s fees and expenses.
Management Fees. With respect to the Fund, the Adviser receives a management fee,
payable quarterly in advance. This fee is equal to a percentage of the capital account
balance of each investor (the “Management Fee”). The Fund pays the Adviser a
Management Fee u p t o an annual rate of one percent (1.0%) of the capital account
balances of limited partners admitted to the Funds. The Adviser deducts Management
Fees from the Funds’ assets directly each quarter. The General Partner of the Fund is
also entitled to a Management Fee (the “General Partner Fee”). The amount of the
General Partner Fee will equal the amount necessary to pay the overhead and operating
expenses of the Adviser for the applicable quarterly period, as determined in good faith
by the General Partner and the Adviser.
Performance Allocation. The General Partner of the Fund, which are affiliates is an
affiliate of the Adviser, is generally entitled to a performance-based profit allocation
(the “Performance Allocation”) at the end of each calendar year equal to twenty
percent (10%) of the net profits attributable to limited partner interests, subject to a
high water mark. The high-water mark applies such that, following a fiscal year in
which there is a decline in the net asset value of such Limited Partner’s Interest, the
Performance Allocation shall be reduced to zero percent (0%) with respect to such
Limited Partner until such time as the net asset value of such Limited Partner’s Interest
has increased by an amount equal to the amount of such decline.
Managed Account clients are also subject to the Management Fee and Performance
Allocation described above. The size of the fee may vary by client, based on a client’s
investment objectives and limitations.
B. Management Fees are deducted directly from Fund assets and paid to the Adviser and
its affiliates in the same manner and frequency specified in A. above.
C. Expenses described below are general in nature and not intended to be exhaustive. For
more information regarding expenses associated with investing in the Fund, please refer
to applicable Fund operating documents. Managed Account expenses vary by client
and are negotiated directly with each prospective client prior to commencement of
advisory services. The Fund will pay all costs and expenses relating to its activities,
including, without limitation: (i) all out-of-pocket fees, costs and expenses incurred in
connection with the making, holding, sale or proposed sale of the Fund’s investments
(such as deal initiation expenses, ongoing services including loan tracking, collection
of payments, covenant tracking and other asset and portfolio monitoring, reporting
services to be performed on behalf of the Fund with respect to particular investments,
professional expenses, research, data fees, insurance, third-party fees, brokerage costs
and expenses, software expenses and reasonable travel, lodging, meals and related
expenses), including any expenses associated with proposed investments that are
ultimately not consummated by the Fund; (ii) Management Fees; (iii) custodian fees
and expenses; (iv) the Fund’s administrator and investor on-boarding fees and
expenses; (v) legal, auditing, consulting, regulatory, compliance-related and
accounting expenses (including expenses associated with the valuation of investments
(including expenses arising from the Adviser’s engaging one or more independent third
parties for the purposes of investment valuation) and the preparation of financial
statements, tax returns and K-1s) and any third-party financial officer engaged by the
Adviser; (vi) regulatory and compliance-related expenses incurred by the General
Partner or the Adviser on behalf of the Fund, including fees and expenses associated
with any third-party compliance officer engaged by the Adviser; (vii) liability
insurance premiums relating to employees, principals and agents of the Fund, the
General Partner or the Adviser; (viii) registered office fees and expenses; (ix) interest
on and fees and expenses arising out of any facility or borrowings of the Fund,
including, but not limited to, the arranging thereof; (x) extraordinary expenses (such as
indemnification and litigation expenses); (xi) the expenses of liquidating the Fund;
(xii) any taxes, fees or other governmental charges levied against or payable by the
Fund and all expenses incurred in connection with any tax audit investigation,
settlement or review of the Fund; and (xiii) expenses incurred in connection with any
restructuring or amendments to the constituent documents of the Fund.
The Fund shall bear the organizational expenses of the Fund, including, without
limitation, governmental filing fees, professional fees and expenses in connection with
the preparation of basic organizational documents and contracts, and other expenses
incurred in connection with the initial offer and sale of interests, but not including fees
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