5
Form ADV, Part 2A, Item 5
As compensation for investment advisory services rendered to the Fund, Navigate Private Fund
Advisors, LLC receives from the Funds a management fee, as further described in the Funds’
offering documents (the “Management Fee”) and as described generally below.
With respect to each limited partner in the Funds (each, a “Limited Partner”), NPFA will receive
a Management Fee that is calculated and paid quarterly in advance as of the close of business in
New York on the last Business Day (as defined in the Funds’ offering documents) of the
calendar quarter in an amount typically equal to 2.00% per annum of the net asset value of the
Limited Partner’s closing Capital Account (as defined in the Funds’ offering documents) balance
for such quarter. The Management Fee is generally subject to waiver or reduction by NPFA as
the investment advisor in their sole discretion. This fee structure may be modified from time to
time.
In addition to the 2.00% annual management fee, NPFA will also receive 20 to 25% of the
profits as a performance-based fee, above a 5 to 10% annual rate of return. The performance is
only calculated at the end of the holding period and at that time the performance-based fee will
be paid before the distributions to investors. The holding period is defined as the life of the
Funds.
In addition, the Funds are responsible for all costs and expenses incurred in connection with its
offering and organization (including legal and accounting fees and expenses). The Funds also
will bear all of its operating expenses,
including, without limitation, the Management Fee; fees
of the Funds’ independent auditors, accountants, administrator and custodial fees; fees for the
maintenance of the Funds’ books and accounts, including fees of any separate accountants
retained for the Funds; fees of the Funds’ legal counsel (including, without limitation, litigation
fees of the Funds); registration and licensing fees; fees, costs, and expenses related to the
sourcing, evaluation, purchasing, holding, and sale of investments; taxes (including withholding
and transfer taxes); preparation and distribution of Limited Partners’ reports and other
communications with Limited Partners and the public; expenses for ongoing Limited Partner
support, including, but not limited to, visits to Limited Partners and periodic meetings of one or
more of the Limited Partners; and professional fees of consultants incurred in connection with
the operations of the Funds; insurance costs; costs of Fund borrowing facilities, including
origination expense, legal and compliance fees, and interest; and other costs reasonably related to
the operation of the Funds.
Notwithstanding the foregoing, NPFA acting as investment adviser may negotiate or set a
Management Fee different from the foregoing with respect to the Funds. NPFA, at their own
discretion, may offer certain clients advisory services with a flat fee arrangement. Additionally,
please see Item 6 – Performance-Based Fees and Side-By-Side Management below for
information regarding the “Performance Allocation” that the Funds may pay.