Overview

The units that are offered in this Program are load free. There are no fees or charges to buy Program shares, reinvest dividends, or exchange into other programs. There are no 12b-1 or performance based fees. Expenses incurred in connection with additional capital added by Members shall be borne by Adroit Capital Group. Members may receive fees associated with Membership entrance (filing and regulatory) and redemption, as well as fees in connection with managing and servicing the Program.

Filing and Regulatory Fees

The Company advances expenses incurred in connection with accepting a Member into the Program, such as “Blue Sky” filing fees and similar regulatory expenses. Such costs are estimated to range from $5,000 to $15,000, although they could exceed this estimate. In its discretion, the Manager may require a Member to reimburse some of these expense advancements.

To the extent that a Member reimburses to the Company some or all of its organizational expenses, for financial accounting purposes, such reimbursement amount will be capitalized and amortized against net asset value in 60 monthly installments, beginning with the first month-end after the initial issuance of such interest by the Member. Although such amortization is not in accordance with “generally accepted accounting principles” and may require a notation to this effect in the Program’s audited financial statements, the Manager believes such period of time to be fair and reasonable.

Redemption Fee

All selling expenses shall be borne by the holder (See Redemption in the Summary Section of the Program). These selling expenses will vary from company tocompany, and are typically found in the Company’s or investment’s “investors’ right agreement.”

When interests are redeemed, any redemption charges or fees accrued may be deducted from the redeeming Member’s interest. The Program itself does not charge redemption fees, but rather the Program’s holdings may have this provision.

The redemption proceeds paid to Members will be reduced by any fees and costs imposed.

Program Fee (Management Fee)

The Program fees are fees that are paid out of the Program assets to the Manager, Company or investment adviser for investment portfolio management. Members of this Program are generally charged an annual “program fee” based on the value of the account on the date of the investment or contribution to the Program (the “current value”) in the following amounts:

The program fee is based on the gross amount provided by the Member. For example, if a Member has an investment in company A worth $40,000 and another investment in company B worth $30,000, the Member will pay 4.0%, because the aggregated investment is worth more than $50,000 but less than $100,000.

The program fees are payable quarterly in arrears within 15 business days after the end of each calendar quarter. Program fees are based on the aggregated assets.

The Manager may reduce or waive any portion of the program fee of certain investors, as Manager shall, in its sole discretion, determine. The Manager shall prorate the program fee to reflect capital contributions or redemptions that were made during the preceding calendar quarter.

Servicing Fee (Other Expenses)

Members may also be obligated to pay a “servicing fee,” The servicing fee will typically cover custodial expenses, legal and accounting expenses, transfer agent expenses, and other administrative expenses.
Program fee (Expense ratio)

Less than $50,000 6.0%
$50,000 to less than $100,000 4.0%
$100,000 to less than $250,000 2.0%
$2500,000 or more 1.0%

Performance Fee

In addition, Members may also be subject to a “performance fee.” This fee will be assessed in periods of above average growth, whereby the Program will deduct 1% or 1.5% if the Program’s holdings collectively returns more than 15% or 25%, respectively. If the Program returns less than 15%, or had negative returns for the shorter of two consecutive years or inception followed by a year where the return exceeds 15%, no fee will be assessed. In certain events, the Manager, in its sole discretion, has the right to reduce or waive the performance fee.

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