Fees and Compensation — Form ADV Part 2A (9/10/2018)
[Brochure]
Item 5 – Fees and Compensation
The Adviser’s fees generally are negotiable. Management fees are payable by Clients 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 basic management fee schedule ranges up to 1.5% per annum. The Adviser may negotiate
“side-letter” agreements with Clients whose terms may impact upon the amount of fees they
pay.
The Adviser is also entitled to a 20% carried interest that typically is payable on the net gain
from the realization of investments calculated on the absolute return methodology or 20%
carried interest 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
clients. Typically, Clients 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 and Clients 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 in 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 minimize such potential
conflicts so that all investors are treated fairly and in conformance with the 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 client transactions and determining the reasonableness of their
compensation (e.g., commissions).
Account Minimums and Types of Clients — Form ADV Part 2A (9/10/2018)
[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 Purchasers (“QIP”) as defined under the United
Stated Federal Securities Laws specifically the Exchange 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 the following types of investments and
the private funds invest primarily in large capitalized Western European equities.