Fees and Compensation — Form ADV Part 2A (7/26/2024)
[Brochure]
Item 5 Fees and Compensation
The Funds generally pay Strategos on a quarterly basis a management fee of 0.375% (1.5% per
annum) calculated based upon net asset value as set forth in the relevant private placement
memorandum or prospectus as well as a performance-based fee or incentive allocation as described
in Item 6.
The custodian for each Fund deducts the management fee owed to Strategos directly from the
account of the Fund upon Strategos’ (or an affiliate’s) direction. Strategos does not allow direct
billing for each investor in a Fund.
Strategos may, in its sole discretion, modify or waive the management fees otherwise payable by
certain investors in the Funds without entitling any other investor in the Funds to a waiver or
modification and without notice or the consent of any other investor in the Funds.
Management fees for the Funds are generally payable quarterly in arrears (i.e., payment is made
in the quarter following the quarter in which the fee arises).
In addition to the management fees described above and the performance-based fees described in
Item 6, the Funds (and, therefore, the investors in the Funds on a flow-through basis) may be
charged what Strategos believes are customary fees and expenses for a private pooled investment
vehicle. Full details regarding the possible fees, costs and expenses related to an investment in a
Fund are set forth in the private placement memorandum or prospectus of each Fund, copies of
which are available to suitable investors from Strategos upon request. The Funds will generally
bear all organizational expenses as well as: (i) all fees, costs and expenses related to the purchase,
holding and sale of investments (to the extent not reimbursed); (ii) expenses incurred in connection
with investment transactions not consummated; (iii) insurance premiums (including a reasonable
expense reimbursement for a portion of the D&O insurance premiums for Strategos and/or its
affiliates); (iv) taxes; (v) fees and expenses of legal counsel, consultants, accountants, auditors,
administrators and custodians; (vi) fees and expenses of the independent members of the board of
directors (as applicable) and AML officers; (vii) statutory/governmental fees payable, including
any fees payable to any regulatory authority in any country or territory; (viii) data, data forecasting,
modeling, and other expenses; (ix) finder’s fees and brokerage commissions relating to the
sourcing and purchase and sale of securities and interest expense related to the use of leverage; (x)
bookkeeping, recordkeeping, appraisal and valuation expenses (including a reasonable expense
reimbursement of such costs incurred by Strategos), including those paid to third party valuation
services (which shall encompass any payments to independent third party broker-dealers for
secondary pricing marks); (xi) expenses related to investor meetings and preparation of
resolutions; (xii) litigation and indemnification expenses; (xiii) expenses associated with the
preparation and distribution by third party service providers of reports to investors; (xiv) expenses
associated with attending review meetings with investors; and (xv) other extraordinary expenses.
See Item 12 of this Brochure for a discussion of Strategos’ brokerage practices.
Account Minimums and Types of Clients — Form ADV Part 2A (7/26/2024)
[Brochure]
Item 7 Types of Clients
As described above, the clients of the Firm are the Funds.
Each of the Funds is a private investment fund exempt from registration as an investment company
under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”).
The investors in the Funds generally consist of endowments, foundations, insurance companies,
high net worth individuals, funds of funds, public and corporate pensions, and other sophisticated
investors. Investors must be either: (i) both “qualified purchasers” as defined in the Company Act
and “accredited investors” as defined in the U.S. Securities Act of 1933, as amended (the
“Securities Act”) or (ii) “non-U.S. Persons” as defined in Regulation S of the Securities Act.
Generally, the Funds require a minimum initial investment of $1 million, which minimum may be
waived in the discretion of the board of directors or the general partner, as applicable.
Filed 2020-05-29 (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 2018-01-18 (D) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Filed 2017-01-03 (D) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
Filed 2016-06-03 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $1,000,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose