Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management or Administrative Fee
QVIDTVM does not currently charge an investment management fee (“Management Fee”) to
its Clients.
However, certain Clients may charge an “Administrative Fee” to other Clients pursuant to an
Administrative Agreement between Clients. The Administrative Fee is paid quarterly in
advance on the first business day of each quarter. The Administrative Fee is adjusted based
on contributions and withdrawals made during a calendar quarter and Investors pay at annual
rate set within the Client’s Offering Documents.
Other Types of Fees or Expenses
QVIDTVM Inc. is authorized to incur and pay in the name and on behalf of the Funds all
expenses which they deem necessary or advisable.
QVIDTVM Inc. shall be responsible for and pays for all overhead expenses of an ordinary and
recurring nature such as rent, utilities, supplies, secretarial expenses, research expenses
(including research-related travel), trading-related technology software, order and risk
management systems, its own compliance expenses, its own tax compliance expenses, its own
portion of the Side Letter expenses, its own organizational expenses, drafting of the QVIDTVM
Administrative Agreement, stationery, charges for furniture and fixtures, employee insurance,
payroll taxes and compensation and benefits of employees. The QTH Fund and QTN Fund will
not bear such expenses.
However, in addition to the investment-related expenses as described below, QVIDTVM Inc.
will also bear its own operating expenses, including without limitation, rent, utilities, supplies,
secretarial expenses, research expenses (including research-related travel), trading-related
technology software, order and risk management systems, its compliance expenses, tax and
accounting expenses, stationery, charges for furniture and fixtures, employee insurance,
payroll taxes and compensation and benefits of employees. QVIDTVM Inc. currently receives
income that is expected to defray a portion of its operating expenses. QVIDTVM Inc. believes
that some of its operating expenses are tax deductible.
The Funds shall bear all Fund-related expenses, including external legal, accounting (including
third party accounting services), administration, audit, and other professional fees and
expenses, out-sourced trading expenses, organizational expenses up to the amount set forth
in each Fund’s Offering Documents, investment expenses such as commissions and trading
and support services (including payments to assisting brokers), compliance expenses of the
Company (including expenses related to various filings (or portions thereof) the Investment
QVIDTVM Management LLC Form ADV Part 2A Brochure
Manager is required to make on its behalf or on behalf of the Clients as a result of managing
Clients’ investments), valuation agents, custodial fees, bank service fees, extraordinary
expenses of the Funds (including without limitation litigation, audit, investigation and
indemnification costs and expenses, judgments, penalties, fines and settlements, except that
the Investment Manager will notify the Investors in the event extraordinary expenses
exceeding certain values stated withing the Offering Documents and other expenses related
to the purchase, sale, preservation or transmittal of Funds. Other expenses related to the
purchase, sale, preservation or transmittal of Fund assets, D&O and E&O insurance premiums,
including legal or tax structuring expenses associated with investing in private companies
(regardless of whether a particular investment is consummated) may also be an expense paid
by the Funds.
In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata
basis with respect to the size of such Investor’s capital account(s) or with respect to the
relative net asset value of the shares held by such Investor, as applicable.
Notwithstanding the foregoing, the Firm, as applicable, may specially allocate the expenses
described herein in any other manner, including by allocating certain expenses to certain (but
not all) Investors, if the Firm, as applicable, reasonably determines, in its discretion, that it is
more equitable to do so.
To the extent that expenses to be borne by the Funds are paid by the Firm or its affiliates, the
Funds will reimburse the Firm or its affiliates for such expenses. We may waive any such
reimbursement with respect to any Fund expenses. Any waiver by us for reimbursement of
any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses
to be paid by us or our affiliates.
Neither the Firm nor its employees accept compensation, including sales charges or service
fees, from any person for the sale of securities or other investment products.