Fees and Compensation — Form ADV Part 2A (2/9/2022)
[Brochure]
ITEM 5 FEES AND COMPENSATION
A. Advisory Fees and Compensation
The Adviser is entitled to receive an annual management fee of 1.00% from the Fund based on
the aggregate capital commitments of the members of the Fund from the initial closing date
through the remaining term of the Fund (the “Management Fee”). The Management Fee is
payable quarterly in advance (each, a “Fee Period”). In addition to the Management Fee, the
Adviser (or its affiliate) is generally entitled to receive a carried interest allocation (the “Carried
Interest”) entitling it to a prescribed portion of the Fund’s profits.
The fund’s current management fee is being deferred and such fee will not be paid by the Fund
until the anticipated merger with a publicly traded company.
B. Payment of Fees
The Fund is generally required to pay the Management Fee to the Adviser quarterly in advance
with respect to each Fee Period. The Adviser currently does have the power to directly deduct
the Management Fee in advance from the Fund with respect to the relevant Fee Period by
instructing the Fund’s custodian.
C. Other Fees and Expenses
In addition to bearing the Management Fee and, if applicable, the Carried Interest, the Fund will
or may also be subject to other investment expenses such as: custodial charges, brokerage fees,
commissions and related costs; interest expenses; indemnification expenses; taxes, duties and
other governmental charges; transfer and registration fees or similar expenses; insurance
expenses; information technology expenses, whether performed by internal staff of the Adviser
or third parties; and other Fund or securities-related expenses; and costs, expenses and fees
associated with products or services that may be necessary or incidental to such investments or
accounts including, but not limited to, auditors, accountants, legal advisor (including with respect
to litigation, if any) and administrators.
D. Prepayment of Fees
The Fund is generally required to pay the Management Fee to the Adviser quarterly in advance
with respect to each Fee Period.
E. Additional Compensation and Conflicts of Interest
This Item is not applicable.
Account Minimums and Types of Clients — Form ADV Part 2A (2/9/2022)
[Brochure]
ITEM 7 TYPES OF CLIENTS
The Adviser currently provides investment advice to only one client, the Fund, whose investors
will be both “qualified clients” as defined in the Investment Advisers Act of 1940, as amended,
and “accredited investors” as defined in the Securities Act.
The Adviser may request clients to provide proof of authority, qualified client or qualified
purchaser status, accredited investor letters/certifications, and/or or other information to allow
the Adviser to manage client assets.