Fees and Compensation
A. Advisory Services and Fees
1. The Funds
M28 Capital, either directly or indirectly through affiliated entities, receives management and
performance-based incentive allocations in connection with the investment advisory services M28
Capital provides to the Funds. The fees and/or allocations applicable to each Fund are set forth in
detail in the Offering Documents.
A brief summary of such fees and allocations for the Funds is provided below.
Management Fee
Investors in the Funds (“Fund Investors”) generally are charged a management fee that ranges
between 1.50% and 1.75% per annum (the “Management Fee”) of each Fund Investor’s capital
account balance as of the beginning of the month, subject to certain reductions as fully set forth in
the Offering Documents.
M28 Capital and/or the Fund General Partner, in its sole discretion, may reduce, waive or modify
the Management Fee for certain Fund Investors, where applicable.
Incentive Allocation
At the end of each fiscal year, the Fund General Partner will be entitled to receive an incentive
allocation based on the investment performance of the Funds (the “Incentive Allocation”)
generally in an amount between 15% and 20% of realized and unrealized gains (excluding
unrealized gains on Designated Investments) for the year subject to a traditional “high watermark”
and subject to certain reductions as fully set forth in the Offering Documents. The Incentive
Allocation for Designated Investments is calculated upon the realization of such investments.
M28 Capital and/or the Fund General Partner, in its sole discretion, may reduce, waive or modify
the Incentive Allocation for certain Investors, where applicable.
The Fund General Partner or an affiliate have waived the Management Fee and Incentive
Allocation for itself and its partners, affiliates, employees, and family members. In addition, the
Funds occasionally enter into “side letter” arrangements or similar agreements with certain
Investors which grant such Investors with different or additional terms. These terms include, but
are not limited to, different or more favorable fees charged, minimum subscription amounts,
redemption rights and other rights.
2. Co-Investment Vehicles
Management fees, incentive allocations, and incentive fees applicable to Co-Investment Vehicles
are generally negotiated at the time of the co-investment opportunity between M28 Capital and the
co-investors. Such fees and allocations are set forth in detail in the applicable Co-Investment
Vehicle’s Offering Documents and likely will differ from those compensation arrangements
otherwise applicable to other Fund Investors.
B. Payment of Fees
With respect to the Funds, Management Fees are paid monthly in advance. Incentive Allocations
are paid annually in arrears (excluding unrealized gains on Designated Investments). With respect
to the Funds, the Management Fee and Incentive Allocation are generally deducted from each
Investor’s capital balance account by the Funds’ administrator.
C. Additional Expenses
In addition to the fees and allocations described above, each Fund generally bears all of their own
expenses, including but not limited to expenses related to its operations and the investment of its
assets. Each Fund shall bear those expenses as set forth in the applicable Offering Document, as
amended from time to time, including, but not limited to, some or all of the following:
• Organizational and offering expenses;
• Expenses associated with sourcing, negotiating, investigating, researching, financing and
structuring of investments and potential investments, whether or not consummated,
including, without limitation, third-party research, data, analytics, modeling, risk,
structuring, pricing, execution and other third-party information systems, including,
without limitation, installation and maintenance, software and service fees (including,
without limitation, the expenses with respect to data, data feeds, subscriptions, expert
networks, political intelligence providers and reports);
• The costs of research-related computer hardware and software expenses, including, without
limitation, Bloomberg terminals and subscriptions;
• The costs of M28 Capital’s portfolio management system and any other software used for
accounting and/or monitoring of the portfolio, including, without limitation, subscriptions
relating to, among other things, trading and order management systems and services;
• Expenses associated with holding, financing, monitoring, hedging, maintaining and
disposing of all investments of the Funds and all transaction and other costs associated
therewith;
• Travel and related expenses associated with investments and potential investments;
• Professional fees associated with investments and potential investments, including, without
limitation, consulting, due diligence, accounting, valuation, financial, legal and other
advisory fees and expenses;
• Transaction fees, brokerage commissions, custodial fees, clearing and settlement charges
and similar fees and expenses associated with the acquisition, disposition and settling of
investments and potential investments;
• Expenses associated with legal and regulatory filings of the Funds;
• Administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting,
advisory and similar fees and expenses associated with the Funds’ operations, investments
and transactions, including, without limitation, fees and expenses of the administrator;
• Expenses incurred in connection with responding to requests or inquiries from any U.S.
federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-
regulatory organization with respect to the Funds;
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