Global Endowment Management, LP (“GEM” or the “Firm”) is a limited partnership organized under the laws of the
State of Delaware. The Firm was founded in March 2007 by Thruston B. Morton, III, the former Chairman of the
Firm’s Executive Committee, with partner Stephanie S. Lynch, Managing Partner, and former partner Hugh N.
Wrigley. Other partners include Michael D. Smith, Chief Investment Officer; J. Porter Durham, Jr., former Managing
Partner and General Counsel; Jay Ripley, Head of Investments and Deputy Managing Partner; Matt Bank, Head of
Client Strategy and Deputy Chief Investment Officer; and Meredith Heimburger, Head of Impact. Our Chief Financial
Officer and Chief Compliance Officer is Richard S. Abraham. The Firm is approximately 96% partner and employee-
owned, and is a registered investment adviser with the SEC.
GEM provides investment management services to private investment funds (collectively the “Funds” and each
a “Fund”), as well as to separately managed accounts (structured as funds or as individual accounts). Collectively,
the Funds and any separate account investors are referred to as “clients.” GEM’s chief strategy invests using an
endowment-style approach, which means investing in a broad array of securities and assets, using multiple
strategies to balance risk and seek to achieve modest, consistent returns over a perpetual time horizon. GEM-
managed Funds that invest using the endowment-style approach include: GEM Endowment Fund, LP
(“Endowment Fund”); GEM Endowment Fund Offshore, Ltd. (“Offshore Fund”); GEM Green Endowment Fund,
LP (“Green Fund”); GEM Impact Endowment Fund, LP (“Impact Fund”); and several bespoke funds-of-one.
The Impact Fund seeks to outperform a passive mix of stocks and bonds on a risk-adjusted basis and generate a
5% return after inflation over the long-term, while evaluating investments for Positive Impact (as defined below),
which is assessed based on GEM’s adaptation of the Impact Management Project Framework (for additional
information, see https://impactmanagementproject.com). GEM’s application of the IMP Framework categorizes
investments as follows: “T” (traditional); “A” (acting to avoid harm); “B” (benefitting stakeholders); or “C”
(contributing to solutions). GEM evaluates investments that it believes fall into categories A, B and/or C above
at the time of investment, and investments that fall into one or more of these three categories are deemed by
GEM to generate positive impact (“Positive Impact” and such investments, “Positive Impact Investments”). That
said, the Impact Fund may make certain investments without regard to their Positive Impact, including the
following: (i) a limited amount of derivative exposure, or other exposure through the GEM’s hedges and overlays
program; (ii) exposure through basket trades recommended by a third-party; and (iii) cash and cash equivalents
or other short-term liquid investments (including exchange-traded funds (“ETFs”)). For the avoidance of doubt,
GEM has no obligation to sell, cross trade or otherwise remove exposure to investments that do not generate
Positive Impact (“Traditional Investments”), and the Impact Fund may retain certain exposures to Traditional
Investments in sub-accounts as needed. GEM reserves the right to modify its application of the IMP Framework,
and uses its judgment in identifying and assessing Positive Impact Investments.
In addition to GEM’s endowment-style approach, US taxable investors have the opportunity to invest in the GEM
Growth Fund, LP (“Growth Fund”). The Growth Fund’s investment program reflects a multi-asset class, growth-
oriented strategy with a long-term investment objective to outperform a passive mix of global stocks with less
volatility. The Growth Fund’s investment program results in a higher exposure to private equity and private real
assets, which means that more of the Growth Fund’s investments are illiquid. Determination of each investor’s
subscription amount into each of the above Funds is at the discretion of the Funds’ General Partner or Directors;
there is no stated minimum investment amount.
In addition, GEM has GEM Endowment Access Funds, GAF-BO, LP (“Buyout Access Fund”); GAF-VC, LP (“Venture
Capital Access Fund”); and GAF-RE, LP (“Real Estate Access Fund”), which had their final closing in April 2023.
Collectively known as the “Access Funds”, these funds are platforms of private investment funds, each of which
focuses on a particular investment strategy: buyout, venture capital, or real estate. Specifically, the Buyout
Access Fund generally targets investments in mature and growth-stage lower middle market and middle market
companies in the US and Europe; the Venture Capital Access Funds generally targets investments in small private
companies that are early in their development lifecycle in the US, China or Europe; and the Real Estate Access
Fund generally targets investments in physical property or land in the US. The investment objective of each
Access Fund is to achieve attractive risk-adjusted returns that are not highly correlated with traditional asset
classes. Each Access Fund requires a minimum capital commitment of $1 million, which may be reduced by the
General Partner in its sole discretion. GEM may launch additional Access Funds from time-to-time based on
market opportunities.
Investors in the GEM Funds that retain the endowment-style approach to investing maintain the ability to
redeem annually up to 7% of the value of their interests/shares in the Endowment Fund/Offshore Fund via a
standing redemption liquidity election. An annual standing redemption request of 2% of the value of investor
interests is available to the Growth Fund investors. Investment in an Access Fund is illiquid, and as a result an
investor may not voluntarily withdraw capital from an Access Fund. Distributions by each Access Fund generally
will be made, but are not required to be made, on a quarter-end basis following the end of such Access Fund’s
commitment period, and at such other times and in such manner as the General Partner may determine, to the
extent that distribution proceeds are available; provided, however, that the General Partner does not anticipate
making distributions at a quarter-end if the amount of available distribution proceeds, as of such quarter-end is
less than 5% of the aggregate capital commitments to such Access Fund.
Our Fund clients have investors which include: family offices, qualified individuals and partnerships, pension and
profit-sharing plans, trusts and estates, foundations/endowments and other educational and charitable
organizations, sovereign wealth funds and corporations and business entities. We are not engaged in financial
planning or other personal investment advisory services. Fund clients typically invest in pooled assets, the
allocation of which may vary depending upon investor needs. In general, GEM has full investment authority and
discretion within the bounds of the relevant investment policy statements.
Our services are typically offered for a management fee equal to a certain percentage of Assets Under
Management (“AUM”). Further fee information is outlined below.
GEM also manages GEM Liquid Markets Fund A, LP (“LMF Fund”) which is structured to provide greater
investment liquidity for investors than the other Funds. To the extent necessary or desired, cash for short-term
needs is managed by GEM through a short-term liquidity fund, GEF STL Fund, a Series of Global Endowment
Targeted Strategy Fund, LP (“STL Fund”), which invests principally in high quality, short term fixed income
instruments which are issued and payable in U.S. dollars. Determination of each investor’s subscription amount
into LMF Fund and STL Fund is at the discretion of the Funds’ General Partner; there is no stated minimum
investment amount.
5. Fees and Expenses
We offer our services on a fee basis as described below.
Management Fees
GEM receives from the Funds a management fee according to the following annual rates (the “Management Fee”):
With respect to the endowment-style funds (including the recently launched Green Fund), if an investor’s fund
net asset value (“NAV”) balance is less than $100 million, the Management Fee is 0.85% per annum (investors
who were invested in an endowment style fund prior to January 1, 2018, pay 0.75% per annum). If an investor’s
fund NAV balance is greater than or equal to $100 million, the Management Fee is 0.60% per annum.
With respect to the Growth Fund, initial investors (effective January 1, 2020) that were previously invested in
the endowment-style Fund were permitted to elect either to retain their existing flat Management Fee rate or
become subject to a reduced Management Fee rate of 0.20% per annum plus an annual “Special Allocation”
described below in Performance Based Fees. New investors in the Growth Fund are subject to a Management
Fee rate of 0.35% per annum plus an annual “Special Allocation” described below in Performance-Based
Compensation section.
With respect to the Access Funds, the Management Fee for the Buyout Access Fund and the Real Estate Access
Fund is equal to aggregate Capital Commitments multiplied by 0.85% per annum until the 10th anniversary of
the initial closing date, with a reduced fee rate of 0.425% from the 10th anniversary until the 11th anniversary
of the initial closing date, a reduced fee rate of 0.20% per annum from the 11th anniversary until the 14th
anniversary of the initial closing date, and a 0% fee rate thereafter. The Management Fee for the Venture Capital
Access Funds is equal to aggregate Capital Commitments multiplied by 1.0% per annum until the 10th
anniversary of the initial closing date, with a reduced fee fate of 0.5% from the 10th anniversary until the 11th
anniversary of the initial closing date, a reduced fee rate of 0.20% per annum from the 11th anniversary until
the 14th anniversary of the initial closing date, and a 0% fee rate thereafter. In addition, each Access Fund
is
subject to a performance-based carried interest, as described below in Performance-Based Compensation.
With respect to the LMF Fund, the Management Fee is 0.40% per annum on an investor’s fund NAV balance.
With respect to the STL Fund, the Management Fee is 0.10% per annum on net asset value. The Management
Fee is waived for any investor who is invested in another GEM Fund.
If requested, GEM will typically manage investors’ illiquid legacy investments at no charge. GEM’s management
of investors’ liquid legacy investments and the associated fees, if any, are determined on a case-by-case basis.
The Management Fees noted above are calculated and paid quarterly in advance (except for the LMF Fund and STL
Fund which are paid monthly in advance) based on the NAV of a Fund as of the beginning of the first day of the
quarter, after giving effect to any contributions as of such date. In the event of an investor termination, the
Management Fee would be pro-rated based upon the number of days in the quarter the investor was served, and
the balance of the fee collected would be refunded. The Management Fee expense is charged to the investors in
each Fund and deducted from Fund assets.
The Funds do not pay Management Fees for limited partner interests in the Funds held by employees of GEM. The
General Partner has also waived or reduced the Management Fee for certain other participants in certain Funds.
Expenses
Each Fund pays, or reimburses the General Partner or GEM for, the Fund’s operating costs and expenses including,
but not limited to, legal, tax, audit, insurance, fund administration, and brokerage expenses. See the section of this
brochure entitled “Brokerage Practices” for additional discussion of brokerage expenses. Unless otherwise
determined by the General Partner or Directors, a Fund is responsible for reimbursing the General Partner or GEM
for all costs and expenses incurred in connection with its formation and the offering of Interests.
Each unaffiliated underlying fund or account in which a Fund invests will have its own administrative, management,
investment, brokerage (as applicable) and other fees and expenses, in addition to performance-based allocations or
fees, if any, which are charged against the Fund’s assets.
Other than Management Fees, we neither require nor solicit pre-payment for any type of fees or expenses.
Investors should refer to each Fund’s Offering Memorandum, Limited Partnership Agreement or Memorandum and
Articles of Association, as applicable, or Subscription Agreements and other offering documents for information
regarding the Funds as well as the Management Fees, performance-based allocations or fees, and expenses paid by
the Funds. GEM reserves the right, but is under no obligation, to negotiate fees and investment minimums.
Co-Investment Opportunities
From time to time GEM or one of its affiliates (collectively, “Global Endowment”), directly or on behalf of the Fund,
an Affiliated Fund or other clients, may receive the opportunity to make investments (each, a “Co-Investment
Opportunity”) sourced by the unaffiliated third-party managers of underlying entities in which the Fund, an Affiliated
Fund or other clients are invested (“Unaffiliated Managers”) or ‘fund-less’ sponsors or investment managers with
whom Global Endowment otherwise has a relationship (“Independent Sponsors”). When presented with a Co-
Investment Opportunity, Global Endowment will determine whether some or all clients will participate in such Co-
Investment Opportunity (based on the investment objectives and policies of each client, current portfolio holdings,
available capital (including expected cash needs and credit availability (if applicable)) and other factors Global
Endowment may deem to be relevant and, in its discretion, will allocate the Co-Investment Opportunity among its
clients in accordance with GEM’s allocation policies.
To the extent there is investment capacity in excess of the allocations to clients, Global Endowment may make such
excess Co-Investment Opportunity available to clients, underlying investors, other prospective investors and GEM
employees in its sole and absolute discretion, but Global Endowment does not intend to give investment advice or
make a recommendation regarding whether any person should participate in such excess Co-Investment
Opportunity (unless otherwise specifically agreed). Global Endowment will not be obligated to offer any particular
Co-Investment Opportunity (or portion thereof) to any particular person and will determine the allocation among
interested persons in its sole discretion. On an ongoing basis, persons participating directly in the Co-Investment
Opportunity may have greater access to information pertaining to the Co-Investment Opportunity than other
investors or limited partners of the Fund. Global Endowment may charge management fees and/or performance-
based compensation with respect to the ongoing monitoring, oversight or management of such Co-Investment
Opportunity on a reduced or no fee basis. In addition, the Fund or an Affiliated Fund may be charged a program or
exclusivity fee, a share of organizational expenses, a share of any broken deal expenses and similar charges in
exchange for the right to participate in an Independent Sponsor’s investment program and receive the first
opportunity to access these direct investment opportunities; however, participants in excess Co-Investment
Opportunities made available to clients, underlying investors and other prospective investors (which may include
GEM employees) are not expected to bear such costs.
Persons who are offered a Co-Investment Opportunity will be required to make their own investment decision
regarding whether to participate in such Co-Investment Opportunity, and may be offered access to confidential
information provided to Global Endowment by or on behalf of the Unaffiliated Manager or Independent Sponsor,
and in some cases, by or on behalf of the issuer of the Co-Investment Opportunity (the “Company”). To access such
confidential information, persons interested in the Co-Investment Opportunity will be required to enter into an
agreement and acknowledge that none of Global Endowment, The Independent Sponsor or Unaffiliated Manager,
the Company, nor any of their respective representatives, has made or is making, and such persons are not relying
on, any representation or warranty, express or implied, regarding the accuracy or completeness of the confidential
material provided, and none of Global Endowment, the Independent Sponsor or Unaffiliated Manager, the Company,
nor any of their respective representatives, will have any liability to prospective investors in the Co-Investment
Opportunity or any other person relating to or resulting from the use of the confidential material provided.
6. Performance Based Compensation
GEM or any of its affiliates may receive performance-based fees or incentive allocations based on the profits of the
Funds. Such performance-based compensation may create an incentive on the part of GEM to make riskier or more
speculative investments to generate profits than would be the case if GEM or its affiliates were not receiving
performance-based payments, and may provide an incentive for GEM to favor Funds that offer such payments,
although GEM seeks to mitigate such risk through the application of its allocation policies and other compliance and
testing procedures.
With respect to the Growth Fund, initial investors (effective January 1, 2020) that were previously invested in the
endowment-style Fund were permitted to elect either to retain their existing flat Management Fee rate, or become
subject to a reduced Management Fee rate of 0.20% per annum plus an annual “Special Allocation” where the Growth
Fund’s net profits for such year (if any) will be allocated to the General Partner until such amount equals 0.65% of the
net asset value of the investor’s aggregate capital account balance as of the beginning of the applicable performance
period, with the remainder of the Growth Fund’s net profits allocated pro rata to the investors. New investors in the
Growth Fund are subject to a Management Fee rate of 0.35% per annum plus an annual “Special Allocation” where
the Growth Fund’s net profits for such year (if any) will be allocated to the General Partner until such amount equals
0.65% of the net asset value of the investor’s aggregate capital account balance as of the beginning of the applicable
performance period, with the remainder of the Growth Fund’s net profits allocated pro rata to the investors. Certain
employees and advisors of the management company and members of their immediate families will not be subject to
the Special Allocation, and such persons are not allocated any expense incurred by the Growth Fund related to the
allocation of the Special Allocation. The General Partner also has waived or reduced the Special Allocation for certain
investors in the Growth Fund and may do so for future investors.
With respect to the Access Funds, they are subject to a performance-based carried interest. Distribution proceeds are
first apportioned 100% to all partners pro-rata based on their respective capital commitments until the cumulative
amount distributed to limited partners equals their aggregate capital contributions to date. Thereafter, 95% of
distributed proceeds are apportioned to limited partners, and 5% is apportioned to the General Partner. The General
Partner, in its sole discretion, may waive, reduce or calculate differently its carried interest otherwise due with respect
to any limited partner’s investment, without entitling any other limited partner to such waiver, reduction or
calculation, in which case the amount resulting from such waiver or reduction may be distributed to such Limited
Partner at the same time as it would otherwise have been distributed to the General Partner. In addition, the General
Partner and other GEM commitments will not be subject to a carried interest.