ITEM 5 – FEES AND COMPENSATION
Item 5.A Describe how you are compensated for your advisory services. Provide your
fee schedule. Disclose whether the fees are negotiable.
Note: If you are an SEC-registered adviser, you do not need to include this
information in a brochure that is delivered only to qualified purchasers as
defined in section 2(a)(51)(A) of the Investment Company Act of 1940.
The Funds offer private investment fund interests/shares only to certain
qualified investors and admission to the Funds is not open to the general
public. Private investment fund interests/shares are sold only to qualified
investors who are “Accredited Investors” under Rule 501 of Regulation D
of the Securities Act of 1933, as amended, and “Qualified Purchasers”, as
such term is defined in Section 2(a)(51) of the Investment Company Act
of 1940, as amended.
Each Fund pays Nyes Ledge, in exchange for its investment advisory
services, a quarterly management fee (the “Management Fee”). The
Management Fee will be paid quarterly in advance, and will be calculated
based on the net assets of the Funds as of the beginning of each quarter.
Nyes Ledge offers several series of Fund interests/shares with each series
carrying a different Management Fee and lockup period. The Management
Fee attributable to each Investor will depend on the series in which their
interests/shares are invested as follows:
• Sub-Class/Series A: subject to management fee of 0.8% per annum
with rolling one-year lockup period;
• Sub-Class/Series B: subject to management fee of 0.7% per annum
with rolling two-year lockup period;
• Sub-Class/Series C: subject to management fee of 0.6% per annum
with rolling three-year lockup period;
• Sub-Class D (applicable to Offshore Fund only): subject to
management fee of 0.8% per annum with rolling one-year lockup
period, Sub-Class D shares are denominated in British Sterling and
hedged from U.S. dollars to British Sterling;
• Sub-Class/Series Q: subject to management fee of 0.8% per annum
with quarterly liquidity and a 25% investor level gate; and
• Sub-Class QS (applicable to Offshore Fund only): subject to
management fee of 0.8% per annum with quarterly liquidity and a
25% investor level gate, Sub-Class QS shares are denominated in
British Sterling and hedged from U.S. dollars to British Sterling.
Nyes Ledge, in its sole discretion, may, in effect, waive or reduce the
Management Fee to be paid by Investors that are members, principals,
employees or affiliates of Nyes Ledge, relatives of such persons and
certain large or strategic investors.
Please refer to the respective Fund’s offering documents for a complete
description of that Fund’s fee schedule.
Item 5.B Describe whether you deduct fees from clients’ assets or bill clients for fees
incurred. If clients may select either method, disclose this fact. Explain how
often you bill clients or deduct your fees.
Nyes Ledge deducts applicable fees from each Investor’s capital account.
Investors do not have the ability to choose to be billed directly for fees
incurred.
Nyes Ledge generally deducts the Management Fee applicable to each
Investor from such Investor’s capital account at the beginning of each
quarter (i.e., quarterly in advance). If additional contributions are made to
a Fund during the quarter, the Management Fee will be prorated and
charged at the time of such contribution. In the event the Fund is not in
existence for the entire calendar quarter, the Management Fee for such
quarter shall be prorated.
Nyes Ledge, in its sole discretion, may, in effect, waive or reduce the
Management Fee for Investors that are members, principals, employees or
affiliates of Nyes Ledge, relatives of such persons and certain large or
strategic Investors.
At this time, Nyes Ledge does not charge performance based fees.
Item 5.C Describe any other types of fees or expenses clients may pay in connection
with your advisory services, such as custodian fees or mutual fund expenses.
Disclose that clients will incur brokerage and other transaction costs, and
direct clients to the section(s) of your brochure that discuss brokerage.
The Funds’ offering documents set forth the fees and expenses to be paid
by Investors. Prospective Investors should carefully review the offering
documents and a Fund’s governing documents prior to investing in a Fund.
Nyes Ledge will be responsible for and shall pay, or cause to be paid, all
ordinary office overhead expenses, which include rent, supplies,
secretarial expenses, stationery, charges for furniture and fixtures and
compensation of analysts and other personnel. All other expenses are
borne by the Funds, including legal, accounting, auditing and other
professional expenses, fees paid to the administrator, research expenses
(including research-related travel), investment expenses such as
commissions, interest on any indebtedness, custodial fees, bank service
fees and other expenses related to the purchase, sale or transmittal of Fund
assets (including fees paid to Fund Managers). Organizational expenses of
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