Fees and Compensation — Form ADV Part 2A (3/31/2026)
[Brochure]
Item 5. Fees and Compensation
The Investment Manager generally receives both an asset-based management fee
of up to 2.0% per annum and a performance-based fee of up to 20% of annual net profits.
(In lieu of an incentive fee, an affiliate of the Investment Manager may and does receive
an annual incentive profit allocation.) Asset-based management fees are generally paid
monthly or quarterly in arrears, and they are pro-rated over partial periods. (Asset-based
management fees may be paid in advance, but the Investment Manager currently has no
such arrangements.) Performance-based compensation is generally determined at the end
of a fiscal year, based on the net realized and unrealized appreciation for the year, subject
to a loss carryforward provision or “high water mark.” Asset-based and performance fees
will be calculated and paid by the Fund’s administrator. Additional disclosure on the
specifics of each Fund’s management and incentive fees/incentive allocations can be
found in the Fund’s offering document. The Investment Manager and its personnel are
not compensated for the sale of securities or other investment products.
All compensation arrangements where the Investment Manager receives a fee
based on a share of capital gains or capital appreciation will comply with the
requirements of Rule 205-3 under the U.S. Investment Advisers Act of 1940, as amended
(the “Advisers Act”). Performance-based compensation may create an incentive for the
Investment Manager to make investments that are riskier or more speculative than would
be the case in the absence of performance-based compensation. Asset-based
compensation may create an incentive for the Investment Manager to attempt to increase
assets under management, even in situations where this would not result in greater
absolute returns for investors.
The fees paid by each Fund managed by the Investment Manager have not
necessarily been established on the basis of an arm’s-length transaction between the
Investment Manager and any third party. Investors should review all fees charged by the
Investment Manager and each Fund’s administrator, prime brokers, custodians, executing
brokers and dealers, and other service providers to fully understand the total amount of
fees, brokerage and transaction costs paid annually by each Fund. (Please see “Item
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2026)
[Brochure]
Item 7. Types of Clients
The Investment Manager provides investment advice to the Funds. The
Investment Manager may in the future also serve as the investment adviser for certain
separately managed accounts, such as accounts in the name of public and private pension
funds, sovereign wealth funds, university endowments, banks, and insurance companies.
Separately managed accounts may have fee, redemption or withdrawal and other terms
that vary materially from those of the Funds, as the Funds may and do have fee,
redemption or withdrawal and other terms that vary materially from each other. In some
situations (for instance, during illiquid market conditions), differences in redemption or
withdrawal terms may disadvantage investors in certain Funds or the clients of separately
managed accounts when compared to investors in certain other Funds or the clients of
other separately managed accounts (for example, where one Fund only permits quarterly
redemptions while other Funds permit monthly or weekly redemptions).
Details concerning applicable investor suitability criteria are set forth in the
respective Funds’ offering documents and subscription application materials. Although
the Investment Manager and/or the governance body for each Fund may and do have the
authority to accept subscriptions for lesser amounts, the minimum investment in each
Fund is generally $100,000 or more. Each investor is required to meet certain suitability
qualifications, such as being a “qualified purchaser” as defined in the Investment
Company Act or being a “non-U.S. person” as defined in Regulation S under the
Securities Act. In addition, each U.S. investor in a Fund must also satisfy the suitability
requirements under Rule 205-3 under the Advisers Act, which prescribes certain
requirements which must be satisfied in connection with the Investment Manager’s
receipt of performance-based compensation. The Investment Manager does not have a
specified minimum dollar amount of assets under management required to accept a
separately managed account.
Filed 2021-08-12 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
Filed 2026-02-20 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Finder's Fee $6,871,489 · Net Assets Decline to Disclose
Filed 2026-02-20 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Finder's Fee $6,871,489 · Net Assets Decline to Disclose
Filed 2021-08-12 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($B)
By Client Type
(a) Individuals (other than high net worth individuals)
0
0.0
(b) Individuals (high net worth individuals)
0
0.0
(c) Banking or thrift institutions
0
0.0
(d) Investment companies
0
0.0
(e) Business development companies
0
0.0
(f) Pooled investment vehicles
10
4.0
(g) Pension and profit sharing plans
0
0.0
(h) Charitable organizations
0
0.0
(i) State or municipal government entities
0
0.0
(j) Other investment advisers
0
0.0
(k) Insurance companies
0
0.0
(l) Sovereign wealth funds and foreign official institutions
0
0.0
(m) Corporations or other businesses not listed above