Fees and Compensation — Form ADV Part 2A (3/12/2024)
[Brochure]
Item 5: Fees and Compensation
Private Funds
In consideration for the investment management services to be provided by the Firm, the
Onshore Fund will generally pay Sunderland Capital a quarterly management fee (the
“Management Fee”) as set forth in the relevant supplement to the Private Fund offering
documents. For performance reporting purposes, the Management Fee paid in advance will be
amortized in three monthly instalments each quarter. The Series-A Fund does not pay a
management fee for the management services provided by the Firm.
The Firm may waive, reduce or rebate the Management Fee with respect to the capital accounts
of certain investors, including affiliates of Sunderland Capital GP LLC, the general partner of the
Onshore Fund (the “General Partner”) and/or the Firm; provided, however, that no such waiver,
reduction or rebate will adversely impact any other investor or cause them to bear a higher
portion of the Management Fee than they would bear absent such waiver, reduction or rebate.
The Sub-Advised Account pays a fee in advance to the Firm.
In addition, each Private Fund also typically pays a performance-based fee or profit allocation of
the net realized and unrealized capital appreciation in the Private Fund. This performance-based
compensation is subject to waiver by Sunderland Capital, in its sole discretion, and may be
waived for certain Limited Partners in a Private Fund. Sunderland Capital may waive the
performance-based compensation for certain affiliates of Sunderland Capital (the General
Partners of the Private Funds), and family members of the Principals of the General Partner of
the Private Fund. The performance-based compensation is charged only on profits in excess of a
Private Fund’s previous "high water mark."
Under the terms of the written agreement with Sunderland, the Sub-Advised Account will also
receive a performance-based fee.
Other Fees
The Firm will bear all of its own normal and recurring operating expenses and overhead costs
incurred in connection with the investment and other management services that it will provide
to the Private Funds, including marketing expenses and travel expenses (other than investment
related travel expenses), except that research and brokerage products and services expenses
incurred by the Firm may be paid for through the permitted use of “soft dollars” (as described
below). The Management Fee may exceed the expenses borne by the Firm on behalf of the
Onshore Fund.
The Sub-Advised Account pays expenses according to the specific terms of the written
agreement with Sunderland Capital.
Sunderland Capital and its employees do not accept compensation, including sales charges or
service fees, from any person for the sale of securities or other investment products.
Account Minimums and Types of Clients — Form ADV Part 2A (3/12/2024)
[Brochure]
Item 7: Types of Clients
The Firm’s clients are the Private Funds and the Sub-Advised Account.
The minimum initial capital contribution for each investor in the Private Funds is $5,000,000, with
lesser amounts accepted subject to the sole discretion of Sunderland Capital, and investors must
meet certain regulatory standards, as described in each Private Fund's Private Placement
Memorandum.