ITEM 5 – FEES AND COMPENSATION
Manager Fee for the Mercury iFunds: In connection with Mercury Capital Access’ management of the
Mercury iFunds, Mercury Capital Access will generally charge a quarterly management fee to each
Mercury iFund based on either a percentage of assets under management or capital commitments, as
applicable (the “Manager Fee”) as described in a Mercury iFund’s Supplemental Memorandum. The
Manager Fee charged will typically range between 0.50% and 1.00% per annum. In addition, Mercury
Capital Access may offer limited capacity founders classes on specific series with a Manager Fee
typically between 0.05% and 0.40% per annum. Mercury Capital Access will not charge or take any
performance fee or allocation with respect to each Mercury iFund. The Manager Fee may be borne by a
Private Fund or its Investment Manager and paid to Mercury Capital Access. Mercury Capital Access
may, in its discretion, waive or reduce such fees for large or strategic investors.
Payments to Investment Managers: In addition to the Manager Fee described above, the Mercury
iFunds are generally subject to their pro rata portion of any fees charged by the Private Funds. These fees
typically include a management fee, which generally ranges from 1.00% – 2.00% on an annual basis, and
in most cases an incentive compensation arrangement, which generally ranges from 10% - 20% of the
capital appreciation in the Private Fund. In respect of Private Funds that are private equity funds,
Mercury iFunds are often subject to a preferred return and general partner catch-up. Investors should refer
to the Underlying Fund OM for full disclosure relating to all the fees a Mercury iFund would be subject to
in connection with its investment in a Private Fund.
Mercury Capital Access Fee for the Separately Managed Accounts: Mercury Capital Access receives
a management fee for the services it provides to separately managed accounts. The billing frequency is set
forth in each client’s agreement with Mercury Capital Access, but fees are generally charged on a
monthly or quarterly basis. In connection with the Separate Account Clients, Mercury Capital Access will
generally share the management fee received by the Investment Manager from the client for so long as the
client remains a Separate Account Client.
Organizational and Operating Expenses: As more fully described in a Mercury iFund’s Supplemental
Memorandum, each Mercury iFund will also be responsible for ordinary expenses and its pro-rata portion
of any ordinary expenses of the Company, including, without limitation, bookkeeping, accounting,
auditing, recordkeeping, administration, computer and clerical expenses; printing and duplication
expenses; directors’ and officers’ liability insurance; investment and operating expenses, including all due
diligence expenses incurred in the selection and monitoring of the Private Funds and Investment
Managers; expenses incurred in connection with the continued offering of Interests; filing fees and such
other reasonable expenses necessary for the operations of the Company and each Mercury iFund, as
determined by Mercury Capital Access in its sole discretion unless otherwise paid for by Mercury Capital
Access on the Mercury iFund’s behalf. Each Mercury iFund will reimburse Mercury Capital Access for
any such ordinary expenses borne by Mercury Capital Access and also may bear its pro-rata portion of
any such ordinary expenses incurred with respect to other Mercury iFunds as determined by Mercury
Capital Access in its sole discretion. The ordinary expenses also may be borne by a Private Fund or its
Investment Manager and paid to Mercury Capital Access.
A Mercury iFund structured as a TEF™ is expected to bear charges imposed by Insurance Companies
related to certain mortality and expense risks in connection with Contracts and certain other fees related to
the management of the TEF™ which are described in the applicable TEF Supplemental Memorandum.
The charges related to certain mortality and expense risk and certain other fees related to the management
of the TEF™ may also be borne by a Private Fund or its Investment Manager and paid to Mercury Capital
Access.
In addition, each Mercury iFund will indirectly bear its pro rata portion of the expenses of the Private
Fund to which it allocates assets. Such expenses may include, without limitation, those enumerated above
as well as a management fee and a performance fee or allocation payable to the relevant Investment
Manager, investment related travel expenses; market data, software and connectivity charges; brokerage
commissions; bank charges; custody fees; exchange, board of trade or other trading or execution facility
membership or participation expenses; or such other expenses as the relevant Investment Manager may
determine necessary for the operations of the relevant Private Fund.