Fees and Compensation — Form ADV Part 2A (3/4/2024)
[Brochure]
ITEM 5 – FEES AND COMPENSATION
Compensation and Fee Schedules
Specific fee disclosure is not provided in this brochure as all clients are qualified purchasers as
defined in Section 2(a)(51)(A) of the Investment Company Act of 1940 (as amended, the “1940
Act”). All investors should review the Governing Documents for each Perennial Capital Fund in
conjunction with this brochure for complete information on the fees and compensation payable
with respect to a particular Perennial Capital Fund.
Deduction of Fees
The general partner of each Perennial Capital Fund is authorized under its Governing Documents
to charge and deduct management fees (which includes the advisory fees) directly from the assets
of the Perennial Capital Funds, at the times and in the amounts described below and in the
Governing Documents.
Other Fees and Expenses
In addition to the fees payable to Perennial Capital, the Perennial Capital Funds may incur certain
charges imposed by third parties, including (but not limited to) legal, consulting and audit
expenses. The general partner is responsible for all of its normal day-to-day overhead expenses
incurred in connection with Perennial Capital Fund activities. Organizational expenses in excess
of a certain threshold for each Perennial Capital Fund will also be borne by the general partner.
As funds of funds, each Perennial Capital Fund also generally pays carried interest, management
fees, advisory fees and/or other fees and expenses to the managers of the underlying private
investment funds, including funds invested through secondary transactions and direct co-
investments, in which such Perennial Capital Fund invests that are not affiliated with Perennial
Capital (each, a “Portfolio Fund”). Carried interest and any fees and expenses paid to Perennial
Capital for investment advisory or management services are separate and distinct from the carried
interest, fees and expenses charged by the independent investment advisers or general partners of
the Portfolio Funds.
In the event a Perennial Capital Fund receives a distribution of publicly traded securities from one
of its Portfolio Funds, that Perennial Capital Fund may incur brokerage or other charges in
liquidating that security. For a discussion of these charges, see the Section entitled “Brokerage
Practices.”
Timing of Payments and Termination
Payments of advisory fees, like payments of management fees, are generally made quarterly in
advance in accordance with the terms of each of the Perennial Capital Fund’s Governing
Documents. Perennial Capital’s services may be terminated by any of the Perennial Capital Funds
at any time by prior written notice to Perennial Capital. Upon termination of any account, a pro
rata portion of any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees
will be due and payable. Please refer to the Perennial Capital Funds’ Governing Documents for
more complete information on the timing of management and advisory fee payments.
Transaction Based Compensation
Neither Perennial Capital nor its supervised persons receive any compensation from any person as
a result of the purchase or sale of securities or other investment products.
Account Minimums and Types of Clients — Form ADV Part 2A (3/4/2024)
[Brochure]
ITEM 7 – TYPES OF CLIENTS
Perennial Capital provides advice to private fund of funds vehicles, consisting of the Perennial
Capital Funds. Perennial Capital and its related persons require that each limited partner in each
of the Perennial Capital Funds be: (i) an “accredited investor” as defined in Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a “qualified purchaser” as
defined in the 1940 Act. The Perennial Capital Funds are not required to register as investment
companies under the 1940 Act in reliance upon certain exemptions available to the Perennial
Capital Funds.
Perennial Capital or its related persons may establish certain Perennial Capital Funds (“Perennial
Capital Feeder Funds”) to address certain tax, regulatory or other requirements. Each Perennial
Capital Feeder Fund, if formed, would be a limited partner of a Perennial Capital Fund and interests
in such Perennial Capital Feeder Fund would be held by the investors who elect to participate in
the Perennial Capital Fund through such Perennial Capital Feeder Fund. In addition, Perennial
Capital may form other alternative investment vehicles (collectively “AIVs”) formed for the
purpose of facilitating certain investments by a Perennial Capital Fund and/or its investors.
Prospective investors are requested to refer to the Governing Documents of the applicable
Perennial Capital Fund for complete details on any Perennial Capital Feeder Fund established by
such Perennial Capital Fund and a Perennial Capital Fund’s ability to make investments through
AIVs.
Generally, an investor must invest a minimum of $500,000 in a Perennial Capital Fund; however,
the general partner of the Perennial Capital Fund may waive the minimum investment amount in
its sole discretion.
Filed 2010-07-27 (D/A) · Exemption 506, 3(c), 3(c)(7) · Minimum $500,000 · Remaining Indefinite · Duration More than one year · Net Assets Not Applicable
Filed 2010-07-27 (D/A) · Exemption 506, 3(c), 3(c)(7) · Minimum $500,000 · Remaining Indefinite · Duration More than one year · Net Assets Not Applicable