Fees and Compensation — Form ADV Part 2A (3/30/2020)
[Brochure]
Item 5. Fees and Compensation
The Adviser’s fees and compensation are described in its clients’ Governing Documents. All of the
Adviser’s clients are “qualified purchasers” (as defined in Section 2(a)(51) of the 1940 Act).
The Adviser is paid management fees from the Funds, which are charged each quarter in advance on the
first day of the quarter. If a new investor account is established during a quarter or an investor makes an
addition to its account during a quarter, the management fee will be charged as of the effective date of
the subscription or the date of the additional contribution and will be prorated for the number of months
remaining in the quarter. The Funds’ management fees are generally not refundable if the advisory
contract is cancelled prior to the end of a payment period.
The Adviser (or one of its related persons) may also be eligible to receive a performance-based allocation
from the Funds, which is compensation that is based on a share of capital gains on or capital appreciation
of the Funds’ assets, subject to a loss carryforward.
The Adviser may waive or modify its management fee and performance-based compensation in its
discretion.
The Adviser calculates fees and deducts payment from investor asset balances in the Funds.
Management fees are deducted quarterly in advance and performance-based fees are deducted
annually.
The Adviser deducts management fees from Fund accounts by instructing the Fund’s custodian.
Management fees are deducted and paid to the Adviser or its affiliates from the assets of the relevant
client accounts.
Expenses
The Adviser will render its services to the Funds at its own expense and will be responsible for its
overhead expenses including: office rent; furniture and fixtures; stationery; secretarial/internal
administrative services; salaries and bonuses; entertainment expenses; employee insurance and payroll
taxes.
All other expenses will be paid by the Funds and will include the fees payable to the Adviser; Fund legal,
compliance, administrator, audit and accounting expenses (including third party accounting services);
shareholder proxy voting services; organizational expenses; investment expenses such as commissions
(see Item 12 – Brokerage Practices), research fees and expenses (including research related travel);
interest on margin accounts and other indebtedness; borrowing charges on securities sold short;
custodial fees; bank service fees; Fund-related insurance costs; directors' fees and expenses; and any
other expenses reasonably related to the purchase, sale or transmittal of Fund assets.
The expenses that would be charged to any future separately managed account would be determined on
case by case basis.
The Adviser also allocates a portion of certain clients’ capital to money market funds or exchange-traded
funds. In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and
expenses if the Adviser invests their capital in such funds, as these funds in turn pay similar fees and
expenses to their investment managers and other service providers.
Neither the Adviser nor its supervised persons accepts compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees.
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2020)
[Brochure]
Item 7. Types of Clients
Investors in the Funds are generally high net worth individuals and institutional investors that qualify as
“accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended, and
“qualified purchasers.” The minimum initial investment in the Funds is generally $1,000,000. The Adviser
may waive such minimum under certain circumstances. If the Adviser determines to require a minimum
investment for any separately managed account in the future, it will make that determination on a case by
case basis.
Filed 2015-03-06 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
Filed 2015-03-06 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals)
0
0.0
(b) Individuals (high net worth individuals)
0
0.0
(c) Banking or thrift institutions
0
0.0
(d) Investment companies
0
0.0
(e) Business development companies
0
0.0
(f) Pooled investment vehicles
3
38.1
(g) Pension and profit sharing plans
0
0.0
(h) Charitable organizations
0
0.0
(i) State or municipal government entities
0
0.0
(j) Other investment advisers
0
0.0
(k) Insurance companies
0
0.0
(l) Sovereign wealth funds and foreign official institutions
0
0.0
(m) Corporations or other businesses not listed above