Next Play Capital LLC

Item	5	–	Fees	and	Compensation

A.	     Fee	Schedule
The	 Adviser	 or	 its	 affiliates	 generally	 receive	 Advisory	 Fees	 and	 Carried	 Interest	 (each	 as
defined	 below)	 or	 similar	 performance-based	 remuneration	 from	 a	 Main	 Fund	 and	 Co-
Investment	 Vehicle.	 A	 Next	 Play	 Fund,	 and/or	 its	 portfolio	 companies	 also	 make	 other
payments	 to	 the	 Adviser	 or	 its	 affiliates	 for	 services	 provided	 to	 the	 portfolio	 companies
which,	 in	 certain	 circumstances,	 reduces	 the	 Advisory	 Fees	 payable	 to	 the	 Adviser.
Additionally,	 consistent	 with	 the	 organizational	 documents	 of	 a	 Fund,	 the	 Fund	 typically
bears	certain	out-of-pocket	expenses	incurred	by	the	Adviser	in	connection	with	the	services
provided	to	the	Fund	and/or	the	portfolio	companies.
The	fees	and	compensation	payable	to	Next	Play	are	negotiable	and	vary	among	its	Clients.
However,	the	range	of	compensation	is	generally	as	follows:
        1.	      Advisory	Fees
As	compensation	for	investment	supervisory	services	rendered	to	the	Main	Funds	and	Co-
Investment	 Vehicle,	 the	 Adviser	 receives	 advisory	 fees	 from	 each	 such	 Fund	 (each,	 an
“Advisory	 Fee”)	 typically	 calculated	 based	 on	 committed	 capital	 or	 remaining	 invested
capital,	with	respect	to	such	Fund.	Advisory	Fees	are	typically	reduced	during	the	life	of	a
Fund.	Advisory	Fees	paid	by	a	Fund	have	also	been	reduced	by	other	fees	or	compensation
received	by	the	Adviser	or	its	affiliates	that	related	to	such	Fund’s	activities	and	investments,
or	 by	 certain	 organizational	 or	 other	 expenses	 borne	 by	 such	 Fund,	 as	 described	 in	 more
detail	below.	Advisory	Fees	paid	by	a	Fund	are	indirectly	borne	by	investors	in	such	Fund.
As	applicable,	the	precise	amount	of,	and	the	manner	and	calculation	of,	the	Advisory	Fees	for
each	Fund	are	established	by	the	Adviser	in	negotiation	with	investors	in	the	applicable	Fund
and	 are	 set	 forth	 in	 such	 Fund’s	 Governing	 Documents	 received	 by	 each	 investor	 prior	 to
investment	 in	 such	 Fund.	 The	 Advisory	 Fees	 and	 other	 fees	 and	 distributions	 described
herein	 are	 generally	 subject	 to	 modification,	 waiver	 or	 reduction	 by	 Next	 Play	 or	 General
Partner	 in	 its	 sole	 discretion,	 both	 voluntarily	 and	 on	 a	 negotiated	 basis	 with	 selected
investors	 via	 side	 letter	 and	 other	 arrangements,	 which	 may	 not	 be	 disclosed	 to	 other
investors	 in	 the	 same	 Main	 Fund	 or	 Co-Investment	 Vehicle.	 The	 Advisory	 Fee	 structures
described	 above	 may	 be	 modified	 from	 time	 to	 time.	 Fees	 differ	 from	 one	 Main	 Fund	 to
another,	as	well	as	among	certain	investors	in	the	same	Main	Fund.	Specifically,	employees
and	affiliates	of	Next	Play	do	not	pay	Advisory	Fees.
Certain	investors	in	the	Next	Play	Funds	that	are	employees,	business	associates	and	other
“friends	and	family”	of	the	Adviser	or	its	personnel	(“Adviser	Investors”)	will	not	typically
pay	Advisory	Fees	in	connection	with	their	investment	in	a	Next	Play	Fund.	Notwithstanding
that	Adviser	Investors	will	generally	not	pay	Advisory	Fees,	Adviser	Investors	will	pay	for
their	pro	rata	share	of	certain	Next	Play	Fund	expenses	or	the	pro	rata	portion	of	such	Adviser
Investors’	expenses	will	be	allocated	to	the	Adviser	or	the	general	partner	of	the	applicable
Next	Play	Fund.

                                                                                      Part	2A	of	ADV:
                                                                       Next	Play	Capital	LLC	Brochure

The	Advisory	Fees	paid	by	a	Main	Fund	or	Co-Investment	Vehicle	will	generally	be	reduced
by	a	percentage	of	(1)	the	amount	of	fees	paid	by	such	Fund	to	persons	acting	as	a	placement
agent	 in	 connection	 with	 the	 offer	 and	 sale	 of	 interests	 in	 such	 Fund	 to	 certain	 potential
investors,	(2)	the	expenses	incurred	by	the	Adviser	in	connection	with	the	organization	of
such	 Fund	 that	 exceed	 a	 limit	 specified	 in	 such	 Fund’s	 Governing	 Documents	 and/or	 (3)
certain	Other	Fees	(as	defined	below)	received	by	the	Adviser	or	its	affiliates.	The	amount
and	manner	of	such	reduction,	if	any,	is	set	forth	in	the	Governing	Documents	of	the	applicable
Main	Fund.	To	the	extent	reduction	relates	to	more	than	one	Fund,	the	Adviser	shall	allocate
the	 resulting	 Advisory	 Fee	 reduction	 among	 the	 applicable	 Fund(s)	 in	 proportion	 to	 their
interest	(or	prospective	interest)	in	the	portfolio	company.	Any	such	reduction	of	a	Fund’s
Advisory	Fees	will	be	limited	to	the	extent	of	such	Fund’s	proportionate	interest	in	any	such
portfolio	 company.	 As	 some	 Funds	 do	 not	 pay	 Advisory	 Fees,	 any	 such	 reduction	 will	 not
benefit	such	Funds.	Generally,	the	portion	of	Other	Fees	(as	defined	below)	allocable	to	capital
invested	 by	 a	 Main	 Fund,	 Co-Investment	 Vehicle	 or	 third-party	 investor	 that	 does	 not	 pay
Advisory	Fees	will	be	retained	by	the	Adviser	and	such	amounts	will	not	offset	any	Advisory
Fee.
In	addition,	the	Adviser	will	from	time	to	time	waive	or	reduce	all	or	a	portion	of	the	Advisory
Fee	paid	by	a	Main	Fund	in	full	or	partial	satisfaction	of	any	obligation	of	the	Adviser	and
certain	employees	and	affiliates	of	the	Adviser	to	invest	in	and	alongside	such	Main	Fund,
which	 could	 result	 in	 acceleration	 of	 investor	 capital	 contributions.	 Waived	 or	 reduced
Advisory	 Fees	 are	 not	 typically	 subject	 to	 the	 various	 offsets	 or	 the	 reductions	 described
above.	Due	to	waived	or	reduced	Advisory	Fees	and/or	the	timing	of	receipt	of	compensation
subject	to	offsets,	Main	Fund	investors	may	not	receive	the	full	benefit	of	reductions	or	offsets
(e.g.,	 during	 periods	 when	 the	 Adviser	 no	 longer	 receives	 Advisory	 Fees	 and	 receives
compensation	that	would	otherwise	be	subject	to	offset,	the	Adviser,	depending	on	certain
elections	 that	 may	 be	 made	 by	 Main	 Fund	 investors,	 may	 be	 entitled	 to	 retain	 such
...

Item	7	–	Types	of	Clients

Next	Play	provides	investment	advice	directly	to	the	Funds	(or	indirectly	for	SLS	Funds)	and
not	individually	to	investors	in	such	fund.		As	well	as	management	to	the	Funds	including
pooled	investment	vehicles	(other	than	investment	companies.)
Next	Play	may	in	the	future	provide	the	same	or	similar	services	to	other	privately	placed
investment	funds	and/or	separately	managed	accounts.
Next	 Play	 currently	 provides	 investment	 supervisory	 services	 to	 the	 Funds.	 Investment
advice	is	provided	directly	to	the	Funds	(or	indirectly	for	the	SLS	Funds)	and	not	individually
to	investors	in	such	Fund.

Interests	 in	 the	 Next	 Play	 Funds	 are	 offered	 pursuant	 to	 applicable	 exemptions	 from
registration	under	the	Securities	Act	and	the	1940	Act.	Investors	in	the	Next	Play	Funds	are
generally	“qualified	purchasers”	as	defined	in	the	1940	Act,	and	include,	among	others,	high
net	 worth	 individuals,	 banks,	 thrift	 institutions,	 pension	 and	 profit-sharing	 plans,
government	 owned	 investment	 companies,	 trusts,	 estates,	 charitable	 organizations,
university	endowments,	corporations,	limited	partnerships	and	limited	liability	companies,
or	other	entities.

The	Next	Play	Funds	seek	out	venture	capital	alternative	investment	vehicles	in	addition	to
co-investments	 to	 permit	 one	 or	 more	 investors	 to	 participate	 in	 one	 or	 more	 particular
investment	 opportunities	 in	 a	 manner	 desirable	 for	 tax,	 regulatory	 or	 other	 reasons.
Alternative	investment	vehicle	sponsors	generally	have	limited	discretion	to	invest	the	assets
of	these	vehicles	independent	of	limitations	or	other	procedures	set	forth	in	the	Governing
Documents	of	such	vehicles	and	the	related	Next	Play	Fund

                                                                                    Part	2A	of	ADV:
                                                                     Next	Play	Capital	LLC	Brochure

Next	 Play	 does	 not	 have	 a	 minimum	 size	 for	 a	 Next	 Play	 Fund,	 but	 minimum	 investment
commitments	 are	 typically	 established	 for	 investors	 in	 the	 Next	 Play	 Funds.	 The	 general
partner	of	each	Next	Play	Fund	has	permitted,	in	its	sole	discretion,	investments	below	the
minimum	amounts	set	forth	in	the	offering	documents	of	such	Next	Play	Fund