Fees and Compensation — Form ADV Part 2A (6/10/2022)
[Brochure]
Item 5: Fees and Compensation
We generally charge each of our clients a quarterly asset-based fee, payable in advance, at
the annual rate of 1.5% of the value of each investor’s capital account balance on the first
day of each quarter. If we accept investments after the commencement of a calendar quarter,
we charge these investors a pro-rated management fee reflecting the time remaining in the
quarter.
We also charge an annual performance allocation or fee to our clients in an amount up to
20% of an account’s net annual return for the fiscal year (taking into account the payment of
the management fee). All of our performance fee arrangements are intended to comply with
Rule 205-3 under the Investment Advisers Act of 1940, as amended.
The investors in our hedge fund client can generally only withdraw money on the last day of
each quarter, so they are not likely to pay an asset-based fee in excess of what they owe.
Other clients terminating their relationship with us prior to the end of a quarter will receive
a refund of unearned prepaid fees based on the number of days remaining in the quarter. Our
clients do not pay any performance-based compensation in advance.
We deduct all fees directly from our client accounts. Generally, fees are not negotiable.
Expenses
In connection with our advisory services, our hedge fund client bears all of its own expenses.
The list below details some these expenses but does not include every possible expense our
hedge fund client may incur.
• legal;
• accounting;
• audit; and
• tax preparation expenses.
Our hedge fund client also pays for expenses related to the investment of its assets, such as:
• brokerage commissions;
• proxy related expenses;
• underwriting and private placements;
• interest payments and expenses;
• borrowing charges on securities sold short;
• custodial fees;
• investment related consulting and other professional fees (including valuation
services); and
• other expenses related to the purchase, sale or transfer of assets.
In addition, our hedge fund client may incur:
• withholding taxes;
• taxes imposed on transfers;
• any governmental, regulatory, licensing, filing or registration fees in
compliance with the rules of any self-regulatory organization or any federal,
state or local laws;
• specific expenses for obtaining systems, research and other information used
for portfolio management purposes that assist in valuations and accounting,
including the costs of statistics and pricing services, service contracts for
quotation equipment and related hardware and software;
• liability insurance; and
• all costs and expenses of reporting and providing information to existing and
prospective investors.
Other pooled vehicle clients pay for all of their own operating expenses. These include all
expenses incurred with their account transactions, such as custodial fees, brokerage
commissions, taxes and any applicable registration fees.
Please see the section titled “Brokerage Practices” below for more information.
Account Minimums and Types of Clients — Form ADV Part 2A (6/10/2022)
[Brochure]
Item 7: Types of Clients
We provide investment management services for pooled investment vehicles.
Our hedge fund client is exempt from registration under the Investment Company Act of
1940, as amended. We offer interests in this hedge fund client to investors satisfying the
applicable eligibility and suitability requirements either in private placement transactions
within the United States or in offshore transactions.
Our hedge fund client has a minimum initial subscription of $500,000, although investments
of a lesser amount may be accepted. Terms for other pooled vehicles are negotiated on a
case-by-case basis.
Filed 2022-08-09 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $500,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals)
0
0.0
(b) Individuals (high net worth individuals)
0
0.0
(c) Banking or thrift institutions
0
0.0
(d) Investment companies
0
0.0
(e) Business development companies
0
0.0
(f) Pooled investment vehicles
2
177.4
(g) Pension and profit sharing plans
0
0.0
(h) Charitable organizations
0
0.0
(i) State or municipal government entities
0
0.0
(j) Other investment advisers
0
0.0
(k) Insurance companies
0
0.0
(l) Sovereign wealth funds and foreign official institutions
0
0.0
(m) Corporations or other businesses not listed above