Item 5 – Fees and Compensation
Fee Schedule
The specific fees and compensation payable to the Firm are typically not negotiable and may vary
among the Funds. However, the types of compensation payable to Innovius and any affiliated
GO entities are described below. Prospective Investors can review the specific fees applicable
to each partnership managed by the Firm within the Governing Documents for those Funds.
Management Fee and Performance-Based Compensation
Innovius typically receives an annual management fee equal to a percentage of the Funds’
committed capital commencing on the Initial Closing Date as set forth in the Governing
Documents. The Funds’ management fee may be amended based on certain dates throughout
the duration of the partnership and participation by certain investors in SPVs managed by the
Firm. The management fee may be reduced or offset based on the receipt of consulting, advisory,
directors’, monitoring, transaction, or closing fees received by Innovius, the affiliated GPs, the
Managing Member, their respective employees and affiliates as disclosed within the Governing
Documents for each Fund. The Funds’ management fees are typically payable quarterly in
advance.
The Firm notes that investors in SPVs may not be assessed management fees.
Each Fund’s GP generally receives a carried interest equal to a percentage of all realized profits,
as described more fully in each Fund’s Governing Documents. The carried interest is generally
subject to a clawback at the end of life of the Funds if the GPs, as applicable, have received
excess cumulative distributions.
The carried interest will only be 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”)
and may vary based on a particular “Investment Class” as permitted by the Funds Governing
Documents.
Innovius, or an affiliated GP, pursuant to a side letter or similar agreement with an Investor, may
waive, reduce, defer or calculate differently the Management Fee or carried interest with respect
to such Investor, and make such adjustments as Innovius deems reasonable.
Fund expenses, including the management fee and any performance-based fees, can constitute
a higher percentage of average net assets than could be found in other investment programs.
Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are deducted
from the applicable Funds’ assets. Management fees are paid quarterly in advance. Performance-
based fees are only paid when the Funds distribute realized proceeds pursuant to such Fund’s
Governing Documents.
Fund Expenses and Other Fees
The Funds bear all costs incurred in connection with operation of its business, including those
costs associated with holding or sale of securities; all legal, audit, registration, financial fees; the
cost of Fund meetings; and any extraordinary expenses of such Fund. For the avoidance of doubt,
no Fund shall bear any of the costs, fees and expenses incurred by or on behalf of any parallel
fund. Organization costs for the Funds and related entities are subject to a cap as described in
the Funds’ Governing Documents.
It is critical that investors refer to the relevant confidential Governing Documents for a
complete understanding of expenses. The information contained herein is a summary only
and is qualified in its entirety by such documents.
Prepayment of Fees
The Funds invest primarily in the securities of private companies on a long-term basis.
Accordingly, all fees are paid during the term of the Funds and Limited Partners are generally not
permitted to withdraw or redeem Interests in the Funds. Fees paid at the beginning of the quarter
(such as management fees) will not be refunded or prorated for partial periods.
Outside Compensation for the Sale of Securities
Neither the Firm nor its Employees accept compensation for the sale of securities or other
investment products outside of its association with the Firm.
The foregoing discussion in Item 5 represents the Firm’s basic compensation
arrangements. The management fees and incentive allocations described above are
structured to comply with Rule 205-3 under the Advisers Act. Fees and other
compensation are negotiable in certain circumstances and arrangements with any
particular Investor may vary. Although the Firm believes its fees are competitive, lower
fees for comparable services may be available from other investment advisers.