Fees and Compensation — Form ADV Part 2A (3/23/2026)
[Brochure]
Item 5 – Fees and Compensation
Fees
In connection with the investment advisory services provided to the Fund, the Firm and its
affiliates are entitled to receive a management fee as well as a performance-based fee based on
the profits earned by the Fund.
Management Fees. The Firm charges an annual management fee (the “Management Fee”) of
two percent (2%) of the net asset value of each Fund Investor’s capital account with respect to the
Fund. The Management Fee is generally calculated and paid monthly.
Manager Allocation. The Firm also receives an allocation in an amount equal to thirty percent
(30%) of each Fund Investor’s share of the net profits or net losses of the Fund with respect to
such month or other period (the “Manager Allocation”).
Fees with respect to any Limited Partner may be waived or reduced by the Firm in its sole
discretion. Please refer to the Fund Documents for detailed information regarding the
Management Fee and Manager Allocation.
Fund Expenses
Organizational and Fund Expenses. The Fund pays or reimburses the Firm and its affiliates for
all expenses incurred in the organization of the Fund. Generally, these expenses can include legal,
travel, accounting, administrative and other filings, printing, capital raising, regulatory
compliance, and any administrative or other filings, and other organizational expenses. The Fund
pays or reimburses the Firm and its affiliates for all fees, costs, expenses, liabilities, and
obligations relating to the Fund and/or its activities, business, portfolio companies or actual or
potential investments. These types of expenses are described in the Fund Documents.
Placement Fees. The Firm or its affiliates, and not the Fund, bears the cost of any placement fees
payable to any placement agent.
Account Minimums and Types of Clients — Form ADV Part 2A (3/23/2026)
[Brochure]
Item 7 – Types of Clients
As discussed in the Item 4 (Advisory Business) above, the Firm currently provides investment
management services only to the Fund, and the Fund Investors are accredited investors and
qualified purchasers.
Although the Firm generally seeks minimum investments from Fund Investors, the Firm has
discretion to waive such minimums at its discretion.