Fees and Compensation — Form ADV Part 2A (6/28/2023)
[Brochure]
Item 5 - Fees and Compensation
A. How Motivate Is Compensated for Advisory Services. The Adviser acts as an investment
adviser and will provide certain investment advisory and management services to the Funds.
The Adviser’s fee and compensation arrangements may vary and the specific terms of such
arrangements are detailed in each of the Fund’s Offering Documents. In addition to the
management fee, the general partner of a Fund (the “General Partner”) receives a carried
interest allocation (the “Carried Interest”) entitling it to a prescribed portion of a client’s profits.
The Adviser may, in its sole discretion, manage other funds or accounts with higher or lower
fees, different fee structures and different expense payment arrangements than a Fund. Further,
the Adviser, in its sole discretion, may agree with a Fund investor to waive or modify the
application provisions of a Fund’s Offering Documents, including the fees charged, with
respect to such investor, without obtaining the consent of any other investor.
The Adviser’s fee schedule is omitted because this Brochure is only being delivered to
“qualified purchasers”, as such term is defined in the Investment Company act of 1940,
as amended (the “Investment Company Act”).
B. Other Types of Fees and Expenses. Expenses incurred in connection with executing an
investment, including, but not limited to due diligence costs and broker fees, will be allocated
among the participating Funds on a pro-rata basis based on the respective investment
proportion. If the proposed investment does not materialize, any dead-deal costs associated
with the proposed investment will be allocated among the Funds on a pro-rata basis based on
the relevant Fund’s respective proposed investment proportion.
Please refer to the Funds’ Offering Documents for further information regarding the fees and
expenses of Motivate and the Funds.
C. No Compensation for the Sale of Securities. Other than as described above, neither the
Adviser nor any of its supervised persons receive any compensation from the sale of securities
or other investment products.
Account Minimums and Types of Clients — Form ADV Part 2A (6/28/2023)
[Brochure]
Item 7 - Types of Clients
As described in Item 4, the Adviser provides investment advisory services only to the Funds, which are
investment partnerships, or similar entities, which are exempt from registration under the Investment
Company Act of 1940, as amended. Each investor in each Fund must be either an “accredited investor”
or a “qualified purchaser” for Investment Company Act purposes and a “qualified client” for Advisers
Act purposes.