Fees and Compensation — Form ADV Part 2A (3/31/2026)
[Brochure]
ITEM 5. FEES AND COMPENSATION
A. Advisory Fees and Compensation
All Limited Partners in the Funds are “qualified purchasers” under the U.S. Investment Company Act of
1940, as amended (the “Investment Company Act”). Detailed information with respect to how Makena is
compensated for its advisory services is contained in the Governing Documents, which should be reviewed
carefully prior to making an investment in the Funds.
Each of the Funds (and therefore each of the Limited Partners in the Funds) pays to Makena a management
fee based on a percentage of the value of the securities owned by each Fund. Although the Governing
Documents authorize Makena to alter, reduce or waive the standard management and other fees (including
performance-based fees or allocations) set forth in the Governing Documents, Makena has never agreed,
but reserves the right to agree, to non-standard fees with respect to investments in the MEP. However,
Makena has agreed, and may in the future agree, to non-standard management and performance-based fees
for certain Limited Partners in the Asset Class Feeder Funds, and in determining a Limited Partner’s fees
with respect to the Asset Class Feeder Funds, Makena may take into account such Limited Partner’s
investment in the MEP. Additionally, Makena allows current Makena employees who are authorized to
invest in the Funds to do so on a fee-free basis. Managed Accounts do not pay a management fee at the
Managed Account level; rather, Managed Accounts bear their allocable portion of management fees
associated with their investments in the Funds.
B. Payment of Fees
Pursuant to the terms of the various Governing Documents, Makena deducts management fees from the
Funds’ assets on a quarterly basis, in advance, and Limited Partners’ capital accounts in the Funds are
reduced accordingly. Similarly, if and when due in accordance with the terms of any of the Funds’
Governing Documents, a performance-based fee or incentive allocation will be deducted from Limited
Partners’ capital accounts in the Funds and reallocated to Makena’s capital account (or the capital account
of an affiliate of Makena).
C. Other Client Fees and Expenses
The Governing Documents for each Fund set forth the fees and expenses related to such Fund, including
specific allocation of those different fees and expenses between Makena and such Fund (and therefore, the
March 31, 2026 Makena Capital Management, LLC
Limited Partners). Prospective Limited Partners should carefully review those documents prior to making
an investment in the Funds. In the case of the MEP, the Governing Documents provide that the Funds will
bear all reasonable expenses of operations other than the expenses directly borne by Makena (as specified
below). Expenses borne by the MEP include costs, fees and expenses of any bank, custodian, depository,
valuation agent or other similar provider; audit, accounting, tax preparation, legal, bookkeeping, and other
similar third party fees, costs and expenses; all expenses incurred in connection with the registration of the
securities of its master-feeder funds under applicable securities laws or regulations; expenses incurred by
Makena in serving as the “partnership representative”; all expenses incurred in connection with travel for
investment related purposes; costs of premiums for any insurance policies covering any person individually
against all claims and liabilities of every nature arising by reason of such person being, or having been, or
agreed to be an indemnified person; all out-of-pocket expenses of preparing and distributing reports to its
Limited Partners; out-of-pocket costs associated with MEP meetings, meetings of the Board of Directors
and annual investor meetings; all legal fees and expenses relating to its master-feeder funds and their
activities; all costs and expenses arising out of litigation and the feeder funds’ indemnification obligations
(including pursuant to the MEP limited partnership agreement); and all expenses that are not normal
operating expenses. Additionally, the MEP bears all costs with respect to the formation and organization of
its constituent Funds and any feeder funds. Managed Accounts bear certain expenses as set forth in the
applicable investment advisory agreement.
Expenses related to the Asset Class Feeder Funds will be borne by such Funds and are similar to those listed
above. However, Limited Partners should refer to the Governing Documents of the Asset Class Feeder
Funds as there are differences.
Makena (or its designee) shall provide certain management and administrative services to the MEP.
Makena shall bear all normal operating expenses incurred in connection with the management of the MEP,
including expenditures on account of salaries, wages, travel (except travel for investment-related purposes),
entertainment, other expenses of Makena’s managers and employees, and rentals payable for space used by
Makena or the MEP.
Please see also Item 12 below, which discusses Makena’s brokerage practices.
D. Advance Payment of Fees
Pursuant to the Governing Documents and as described in Item 5.B above, management fees are payable
quarterly in advance. In the event that a Limited Partner in one of the Funds were to withdraw capital
before the end of a period for which fees were prepaid, Makena would refund a pro rata portion of such
prepaid fees to the Limited Partner.
E. Compensation and Commissions
Not applicable to Makena.
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2026)
[Brochure]
ITEM 7. TYPES OF CLIENTS
Makena provides investment advisory services for compensation to the Funds, which generally include
investment partnerships or other investment entities formed under U.S. or non-U.S. laws. Limited Partners
in the Funds must be sophisticated in financial matters and be qualified purchasers under the Investment
Company Act. Makena also provides investment advisory services to Managed Accounts. In general, the
Managed Accounts and Limited Partners in the Funds include endowments and foundations, family offices,
high net worth individuals, sovereign wealth funds and global investment institutions.
Prospective Limited Partners should note that the Governing Documents indicate that Makena generally
requires certain minimum initial investment and capital commitment amounts to become Limited Partners
in the Funds. The initial investment and capital commitment minimums for the Funds are subject to
reduction or waiver – and on occasion have been reduced or waived, including for clients of certain
third- party investment advisers – at the discretion of Makena.
Offered $150,000,000 · Filed 2015-04-13 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $150,000,000 · Duration One year or less · Net Assets Decline to Disclose
Offered $200,000,000 · Filed 2019-03-26 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $143,500,000 · Duration One year or less · Net Assets Decline to Disclose
Filed 2025-07-15 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $156 · Net Assets Decline to Disclose
Offered $150,000,000 · Filed 2015-04-13 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $150,000,000 · Duration One year or less · Net Assets Decline to Disclose
Offered $150,000,000 · Filed 2016-03-30 (D) · Exemption 506(b), 3(c), 3(c)(7) · Remaining $150,000,000 · Duration One year or less · Commission $60,000 · Net Assets Decline to Disclose
Offered $100,000,000 · Filed 2013-09-11 (D) · Exemption 506, 3(c), 3(c)(7) · Remaining $100,000,000 · Duration One year or less · Net Assets Decline to Disclose
Filed 2019-04-17 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $100,000 · Net Assets Decline to Disclose
Filed 2019-04-17 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $100,000 · Net Assets Decline to Disclose
Filed 2024-02-26 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $550,000 · Net Assets Decline to Disclose
Filed 2024-02-26 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $550,000 · Net Assets Decline to Disclose
Filed 2025-07-15 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $550,000 · Net Assets Decline to Disclose
Filed 2025-07-15 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Commission $550,000 · Net Assets Decline to Disclose
Offered $1,000,000,000 · Filed 2010-01-15 (D) · Exemption 506, 3(c), 3(c)(7) · Remaining $584,500,000 · Duration One year or less · Net Assets Decline to Disclose
Offered $300,000,000 · Filed 2011-03-29 (D) · Exemption 506, 3(c), 3(c)(7) · Remaining $59,190,000 · Duration One year or less · Net Assets Decline to Disclose