Item 5. Fees and Compensation
Management fees are charged to the Funds in two distinct stages. Generally, while the
Fund is in a fundraising and/or investment stage, that is, when we are actively raising
capital and/or seeking to identify potential platform investments, and conducting due
diligence and negotiations regarding those investments, the Management Fee is charged
as a percentage of each Fund Limited Partner’s capital commitment. Once this
investment period is complete, we have launched a new Fund, or, in some cases, a
predefined number of years have elapsed since the Fund’s final closing, the basis for the
Management Fee then changes to be based, generally, on the fair value of the Funds
investments.
Management Fees are typically 1.75% of committed capital during a Fund’s fundraising
and investment period and then 1.75% of the fair value of a Fund’s investments after the
expiration of a Fund’s fundraising and investment period. Fees are typically charged
quarterly in advance.
It is important to note that any new Fund launched by Mobilize may have similar or
materially different terms than those summarized above.
Other Fees and Expenses
Other transaction fees may be charged by Mobilize or our affiliates to compensate us or
our affiliates for facilitating successful transactions involving acquisitions, add-ons, or
other financings, purchases or sales of portfolio companies and security interests. Please
see Item 12 of this Brochure for additional information. Some compensation
arrangements may contain acceleration payment clauses the result of which is full
payment for services prior to the completion of such services. These acceleration
payments may be triggered by realization events or other agreed-upon contractual
provisions.
GENERAL INFORMATION:
Investments in Funds: Mobilize may itself serve as the General Partner/Managing
Member for a Fund. Alternatively, the General Partner/Managing Member for a Fund
may be affiliated with Mobilize through common ownership and control as well as shared
executive officers. The General Partner/Managing Member of each Fund, principals
and/or other related persons of Mobilize will generally participate in the Fund’s
investments by investing assets directly in the Fund.
In addition to investments in other private funds, Mobilize Funds may make direct
investments in private equity, private credit investments, infrastructure investments and
co-investments through special purpose vehicles (“SPVs”).
Special Purpose Vehicles and Co-Investments: Mobilize or a Fund’s General
Partner/Managing Member may make co-investment opportunities available to Limited
Partners/Members, their affiliates, Mobilize employees, Mobilize’s related persons, and
certain third-parties, as determined by Mobilize. Such co-investments will typically be
structured through separately-created special purpose vehicles (“SPVs”). If a co-
investment opportunity is presented to an outside investor or third-party, Mobilize will
follow co-investment opportunity allocation procedures set forth below. Allocation of
such opportunities may create a conflict of interest as they are, by nature, limited and
participation is not possible for all or even most investors in the Funds. As such, Mobilize
must determine which investors will be given the opportunity to co-invest and which will
not.
To address these potential conflicts, we have adopted written policies and procedures that
provide investors with appropriate disclosures regarding the conflicts of interest inherent
in co-investing. Investors should note, however, that Mobilize’s allocation of co-
investment opportunities and deal expenses is at the sole discretion of Mobilize and may
be driven by prior arrangements and other factors. For example, Mobilize may give
priority to Limited Partners/Members that had negotiated side letters requiring that
Mobilize provide co-investment opportunities at the time of their original capital
commitment to the applicable Fund. In addition, co-investment opportunities may be
allocated to and deal fees waived or reduced for third party investors. Finally, although
investors are not typically a source of investment opportunities, when applicable,
Mobilize may generally give priority with respect to co-investment opportunities and deal
fee and expense allocations or reductions to any investor that brought an opportunity to
Mobilize’s attention.
Investors must understand the proposed method of compensation and its risks prior to
investing in any of the Funds. Prospective investors in any new Fund launched by
Mobilize should refer to the appropriate Fund offering and organizational documents for
information regarding the fees charged by Mobilize and/or the General
Partner/Managing Member, as applicable, as the fees and off-sets may differ materially
from the description contained herein and from fund to fund based on the purpose and
circumstances of each fund.
Lock-Up: Except as set forth in the applicable Fund’s offering documents, an investor in
any one of the Funds generally may not rescind any part of its capital commitment or
otherwise withdraw from any of the Funds. Private fund investing is for those who can
afford to have capital locked up for long periods of time and who are able to bear the
risk of significant losses.
Investors in each Fund should refer to the appropriate Fund's partnership agreement and
offering documents for complete information regarding lock-ups and penalties or other
consequences for failure to observe capital calls made by the Fund.
Side Letters: Mobilize, or each Fund’s General Partner/Managing Member, as
appropriate, may waive or modify certain terms of investment for certain large or
strategic investors, in side letters or otherwise, in its sole discretion, including but not
necessarily limited to, co-investment opportunities, increased Fund and portfolio
company transparency and more frequent or varied formats or modes of portfolio
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