Fees and Compensation — Form ADV Part 2A (3/23/2026)
[Brochure]
Item 5 – Fees and Compensation
The Adviser’s fees generally are negotiable. Management fees are payable by Investors directly
to the Adviser or to an affiliate of the Adviser. Management fees typically are a percentage of a
certain market adjusted commitment amount. Depending on the amount of the commitment,
the maximum management fee is 1.5% per annum. The Adviser may negotiate “side-letter”
agreements with Investors whose terms may impact upon the amount of fees they pay.
The Adviser is also entitled to a carried interest generally between 10% and 15% that typically is
payable on the net gain from the realization of investments calculated on the absolute return
methodology or carried interest generally between 10% and 15% on both realized and unrealized
gains using the hurdle-based methodology.
Termination and refund provisions are generally agreed to in advance by the Adviser and its
Investors. Typically, Investors may terminate investment advisory agreements upon a material
breach of such agreement by the Adviser, upon prior written notice, or in certain other
circumstances as set forth in the respective agreements. Investors are subject to certain
restrictions on withdrawal from such funds, as set forth in the governing documents of the
respective Client.
From time to time the Adviser or one of its affiliates may enter into arrangements with certain
investors with an Investment Fund pursuant to which such investors are granted certain rights or
benefits not granted to other investors in connection with such investments. Such agreements
may be entered into by the Adviser or one of its affiliates without the consent of or notice to the
other investors in the Investment Fund. The Adviser reviews any proposed special investor
arrangement for potential conflicts of interest and seeks to manage or mitigate such potential
conflicts so that all investors are treated fairly and in conformance with the fiduciary duty owed
by the Adviser to each investor. Such arrangements may include provisions relating to investment
prohibitions, voluntary or mandatory withdrawals, most-favored nation provisions, and other
investor-specific provisions.
Item 12 further describes the factors that Adviser considers in selecting or recommending broker
dealers for Investor transactions and determining the reasonableness of their compensation
(e.g., commissions).
Account Minimums and Types of Clients — Form ADV Part 2A (3/23/2026)
[Brochure]
Item 7 – Types of Clients
Currently, the Adviser’s core investor base is institutional. The Adviser’s investor base is
composed entirely of Qualified Institutional Buyers (“QIB”) as defined under the Federal
Securities Laws, specifically the Securities Act of 1933. The Adviser provides or will provide
investment advice generally to U.S. based tax-exempt investors such as state and governmental
pension funds and to non-U.S. entities such as sovereign wealth funds, funds of funds,
endowments, foundations, family offices, and high net-worth individuals.
Types of Investments
The Adviser is authorized to enter into any type of investments transactions that it deems
appropriate for its Investors, pursuant to the terms of the partnership or other types of advisory
agreements, with some limited exceptions. The Adviser does not currently advise Investors on
any types of investments other than those identified below.
Currently, the Adviser may offer investment advice on investments that the private funds invest
primarily in, which are large capitalized Western European equities.