Fees and Compensation — Form ADV Part 2A (3/28/2022)
[Brochure]
Item 5. Fees and Compensation
The Fund is required to pay Liberty a management fee (the “Management Fee”). The
Management Fee is payable quarterly in advance. Liberty deducts such Management Fee from the
Fund’s assets. Such prepaid Management Fee is not refundable to the Fund in the event of the
termination of the Management Agreement before the end of the billing period.
In addition, the Fund is required to allocate to Liberty Partners GP, LLC, the Fund’s general
partner and an affiliate of Liberty (the “General Partner”), a performance-based special allocation
in the form of a carried interest (the “Carried Interest”). Liberty distributes the Carried Interest to
the General Partner, in accordance with the terms of the Partnership Agreement, from the proceeds,
received by the Fund, attributable to the disposition of an investment in a portfolio company and
any dividends and interest income with respect to such investment.
The Fund is also responsible for paying, to the extent not paid by a portfolio company, on-
going operating expenses of the Fund. In addition, Liberty is entitled to a portion of the customary
transaction fees, advisory fees, directors’ fees, investment banking fees, break–up fees or other
similar fees attributed to investments or proposed investments made by the Fund. The Fund was
also responsible for paying (i) all reasonable legal and other organizational and offering expenses
LIBERTY PARTNERS, L.L.C. PART 2A OF FORM ADV: FIRM BROCHURE
incurred in the formation of the Fund and related entities and (ii) structuring fees payable to the
placement agent (such fees were generally payable by the limited partners of the Fund pro rata to
their capital contribution).
Account Minimums and Types of Clients — Form ADV Part 2A (3/28/2022)
[Brochure]
Item 7. Types of Clients
Liberty provides investment advisory services to its sole client, a private equity fund.
Liberty does not offer advisory services to the general public.