Item 5 – Fees and Compensation
A. Fee Schedule
The compensation payable to Moto is negotiable and varies among its Clients.
1. Management Fee
a. Concierge Clients
The management fee from the Concierge Clients has been set with the client within each
respective agreement. At the Firm’s sole discretion, the Firm may elect to waive or reduce
management fees for certain Concierge Clients. The Concierge Clients pay negotiated fees
agreed to by Moto in advance of a concierge relationship. One of the Concierge Clients pays
a flat annual fee, and another pays 1% of the assets monitored by Moto per annum.
b. Funds
Moto typically receives a monthly asset-based management fee calculated as a percentage of
the assets under management and paid on a monthly basis in arrears. The annual
management fee generally ranges between 0.75% and 1.50%, depending on the investor
share class, of the assets under management, and is subject to a minimum monthly fee as
described in the Fund Documents. Investors should consult the applicable Fund Documents
for information regarding the management fee applicable to an investment.
c. Co-Investment Vehicles
Moto may receive a management fee from the Co-Investment Vehicles. Investors should
consult the Co-Investment Documents for information regarding the management fee
applicable to the investment. The management fee will vary on a transaction by transaction
basis. At the Firm’s sole discretion, the Firm may elect to waive or reduce the management
fees for certain Investors.
2. Performance allocation
The performance allocation, when assessed, will only be charged to accounts of those US
Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act
of 1940, as amended (“Advisers Act”). The performance allocation is also charged to the
account of non-US investors. Moto may change or waive the performance allocation in its
sole discretion.
a. Concierge Clients
Moto is entitled to performance based compensation for one of the Concierge Clients in the
form of a fee equivalent to 7.5% of the amount of net profits derived from the investment
made by that Concierge Client in excess of the cumulative return of the monthly U.S.
Consumer Price Index, calculated for each round of capital contribution made by the Client.
This fee shall only be paid when the position held by this Concierge Client has redeemed or
liquidated its investment, and will be subject to an aggregated maximum amount. The
aggregated maximum amount is disclosed in this Concierge Client’s agreement with Moto,
and was negotiated at the inception of the advisory relationship between Moto and that
Concierge Client.
b. Funds
Moto generally receives a performance allocation equal to 15% of the positive amount of net
income allocated to each Investor for the year, subject to a hurdle and a high water mark, as
described in the Fund Documents.
c. Co-Investment Vehicles
Moto may also receive a performance allocation for the Co-Investment Vehicles which will
be determined by the Co-Investment Documents. The performance allocation may be shared
by Moto’s management team.
B. Fee Comparison
Client expenses, including the management fee and any performance-based fees, may
constitute a higher percentage of average net assets than could be found in other investment
programs.
C. Payment of Fees
The management fees, performance allocation, and expenses are generally deducted from
Client assets. Management fees, which are paid in arrears, are deducted every month.
D. Third-Party Fees and Other Expenses
1. Concierge Client
The Concierge Clients pay all relevant third-party fees and other expenses directly.
2. Funds
Expenses borne by the Funds includes, but are not limited to: the fees and expenses of the fund
administrator; accounting, auditing and tax preparation expenses; expenses of agents of the
Funds; taxes and governmental fees; expenses relating to transfers and withdrawals of interest
in the Funds; fees and out-of-pocket expenses of any service company retained to provide
valuation, accounting and/or bookkeeping services to the Funds; directors’ fees and expenses,
including but not limited to meals, hotels and transportation, provided such fees and expenses
are incurred while the directors are performing its functions as the Funds’ directors; all
transaction-related costs incurred by third-parties (but not employees of Moto) after a letter
of intent, term sheet or other equivalent written communication (“LOI”) has been entered into
regarding Direct Investments that are ultimately consummated; costs relating to the offering
and organizational documents, including the Funds’ forms of subscription agreement with the
investors or other agreements entered into with any investors, and any modification to or
supplement of such documents; expenses relating to the maintenance of the Funds’ registered
offices; fees or commissions of any futures commission merchant, brokerage commissions,
expenses relating to short sales, clearing and settlement charges, custodial fees and expenses,
insurance premiums; costs incurred in connection with any claim, litigation (including
settlement costs), arbitration, mediation, government investigation or dispute in connection
with the business of the Funds and the amount of any judgment or settlement paid in
connection therewith, or the enforcement of the Funds’ rights against any person; costs and
expenses for indemnification or contribution payable by the Funds to any person (including,
without limitation, pursuant to the indemnification obligations described herein); and all costs
and expenses incurred as a result of the dissolution, winding up and termination of the Funds.
3. Co-Investment Vehicles
Each Co-Investment Vehicle bears its own operating expenses. The expenses will vary
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