Fees and Compensation — Form ADV Part 2A (12/10/2021)
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Item 5 - Fees and Compensation
Our fees and compensation are described in the Funds’ Governing Documents. All of the investors in the
Funds are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended (the “1940 Act”)) or “knowledgeable employees” as defined in Rule 3c-5 promulgated under
the 1940 Act.
In general, we are paid management fees from each Fund (or subsidiary thereof) quarterly in advance.
Management fees that are paid by a Fund are indirectly borne by investors in such Fund. Management fees
paid in advance are refundable if the relevant advisory contract is cancelled prior to the end of a payment
period. Management fees will be deducted from the Funds. The Governing Documents of each Fund
include a more detailed explanation of the amount and manner of calculation of the management fees for
such Fund. The General Partner is also entitled to receive carried interest from each Fund, as further
described in Item 6 – Performance-Based Fees and Side-By-Side Management.
Each Fund bears its reasonable organizational and offering expenses. In addition, each Fund bears all
expenses relating to it to the extent not borne by its portfolio investments or expressly agreed to be borne
by us pursuant to the Governing Documents of such Fund. These expenses are described more fully in the
Governing Documents of the applicable Fund and may include investment related expenses (including
Melody Capital Management LLC Form ADV: Part 2A Page 4
brokerage expenses, when applicable (See Item 12 “Brokerage Practices” below)), including such expenses
relating to certain subsidiaries; local and foreign taxes and fees; extraordinary expenses (including
litigation, indemnification and contribution expenses); accounting, auditing, consulting, filing, information
services and professional fees; auditing and tax preparation expenses related to the Fund; valuation and
administrative expenses; insurance expenses (including for directors’ and officers’ liability insurance); and
expenses relating to meetings of the Fund advisory board, independent fund representatives and/or investors
in the Fund, as applicable.
Our affiliates internally perform the preponderance of the operational, accounting and information
technology services on behalf of the Funds, for which such affiliates will be reimbursed by the Funds. The
Funds will bear their allocable share of the cost (including employee salaries, bonuses and fringe benefits)
of such services, software, or other assets.
Account Minimums and Types of Clients — Form ADV Part 2A (12/10/2021)
[Brochure]
Item 7 - Types of Clients
We primarily provide investment advice to clients that are private funds. The Funds are structured as
limited partnerships which we or our affiliates control. The Funds rely on rules promulgated under the
United States federal securities laws that exempt privately offered entities from registration as investment
companies. Investors in the Funds are generally institutional investors that qualify as “accredited investors”
(as defined in Rule 501 under the Securities Act of 1933, as amended) and “qualified purchasers” (as
defined under the 1940 Act) or “knowledgeable employees” (as defined under the 1940 Act). The minimum
investment in the Funds was generally $5,000,000.