Fees and Compensation — Form ADV Part 2A (3/8/2018)
[Brochure]
Item 5: Fees and Compensation
The fees applicable to each Fund are set forth in detail in each of the Funds’ respective offering
documents. Fees are deducted from the Funds by instructing the Funds’ custodian. A brief
summary is provided below.
With respect to the Flagship Funds that are U.S. Funds, we are generally paid a management
fee (the “Management Fee”) of 1% of the aggregate amount of the capital accounts of the
limited partners. For the Flagship Funds that are Offshore Funds, we are generally paid a
Management Fee ranging from 1% to 2% annually of the net asset value (“NAV”) of each class
of shares of the Offshore Funds.
With respect to the Income Opportunity Funds, we are generally paid a Management Fee of
0.75% annually of the aggregate amount of the capital accounts of the limited partners.
All Management Fees are payable in advance at the beginning of each calendar quarter.
Investors admitted to a Fund during a quarter will be charged a pro-rated portion of the
Management Fee for the balance of the quarter.
Although fees generally are not subject to negotiation, the GP or the Board of Directors, as
applicable, reserves the right to waive or impose different fees or otherwise modify the fee
arrangements of an existing investor with the consent of such investor. In addition, each Fund
reserves the right to impose different fees on future investors.
Management Fees are generally not subject to negotiation.
Account Minimums and Types of Clients — Form ADV Part 2A (3/8/2018)
[Brochure]
Item 7: Types of Clients
Seminole’s clients are the Funds that it advises.
U.S. Funds
The interests in the U.S. Funds are offered on a private placement basis, pursuant to Section
3(c)(1) or Section (3)(c)(7) of the Investment Company Act of 1940, to persons who are
“accredited investors” as defined under the Securities Act of 1933, a “qualified client” as
defined under the Advisers Act, and as applicable a “qualified purchasers” as defined under the
Investment Company Act of 1940, and subject to certain other conditions, which are set forth
in the offering documents for the U.S. Funds.
The minimum investment for an investor in the U.S. Funds is US $1,000,000. The minimum
may be waived by us in our sole discretion.
Offshore Funds
Shares in the Offshore Funds are offered on a private placement basis to persons who are
generally not “U.S. Persons,” as defined under Regulation S of the Securities Act of 1933, and
U.S. tax-exempt entities, and subject to certain other conditions, which are fully set forth in
the offering documents for the Offshore Funds. This includes a select number of institutional
Seminole Management Co., Inc. Form ADV Part 2A
and individual investors which meet applicable regulatory requirements. Any investor who is
a U.S. Person must meet the requirements of a “Tax-Exempt U.S. Persons,” within the meaning
of the United States Internal Revenue Code of 1986, as amended. All investors must qualify as
“professional investors,” within the meaning of the British Virgin Islands Mutual Funds Act.
The minimum initial subscription is US $1,000,000, unless waived in the Fund’s sole discretion.
Filed 2016-06-24 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $100,000 · Remaining Indefinite · Duration More than one year · Finder's Fee $7,391 · Net Assets Decline to Disclose