Fees and Compensation — Form ADV Part 2A (3/30/2023)
[Brochure]
Item 5. Fees and Compensation
The Adviser charges Clients an investment management fee (the “Management Fee”) based on the amount
of the Client’s assets under management. The Management Fee is generally payable to the Adviser
quarterly and is at an annual rate of up to 2% of the value of each investor’s commitment as of the first day
of the applicable quarter. The Management Fee will be prorated for any period that is less than a full
quarter. Fees may be paid in advance, and Clients that pay a Management Fee in advance will be
refunded a pro rata portion of the fee if the advisory relationship is terminated prior to the end of the
relevant billing period.
In addition, the Clients are subject to an incentive fee or incentive allocation (collectively, the
“Performance Fee”) of up to 20% of all income, gains and losses derived from portfolio investments. The
Adviser or an affiliate of the Adviser is paid or allocated the Performance Fee. When calculating the
Performance Fee, the Management Fee and all items of income, loss and expense incurred by the Client
will be taken into account.
Such fees may be deducted directly from client accounts. Please refer to each Client’s respective Governing
Documents for further information and important details related to the calculation and payment of
Performance Fees and Management Fees.
The Adviser, in its sole discretion, may waive or modify the Management Fee and the Performance Fee
for investors that are members, employees or affiliates of the Adviser, relatives of such persons, and for
certain large or strategic investors.
Account Minimums and Types of Clients — Form ADV Part 2A (3/30/2023)
[Brochure]
Item 7. Types of Clients
As described in Item 4, the Adviser’s Clients are pooled investment vehicles. The Funds limit investors to
persons who are “accredited investors” as defined in the Securities Act of 1933 and “qualified purchasers”
as defined in the Investment Company Act of 1940. Investors in the Adviser’s Clients include a broad
range of U.S.-based and non-U.S. investors, including, among others, individuals, trusts, and family offices.
In addition, employees and other persons associated with the Adviser and/or its affiliates are investors in
the Clients.
Determinations of whether a Client may invest in a security are based on the provisions of the applicable
Funds’ Governing Documents and other factors as the Adviser may consider in its sole discretion, including
those that may be specified from time to time in its policies on investment allocation.