Walsh & Company Investments Limited is the Responsible Entity of the Fund.
The Responsible Entity will charge a responsible entity fee of 0.08% plus the net amount of GST of 0.0036% (totalling 0.0836%) of the gross asset value of the Fund, plus uncalled amounts on the Units, and an administration fee of 0.50% plus the net amount of GST of 0.0225% (totalling 0.5225%) of the gross asset value of the Fund, plus uncalled amounts on the Units.
The Responsible Entity has agreed to waive the responsible entity fee and administration fee for the first 12 months of the Fund.
Manager of Square Peg Fund II
Square Peg Capital is the manager of Square Peg Fund II.
The manager of SPFII is appointed as the manager of Square Peg Fund II. The manager of SPFII is entitled to receive a management fee equal to 2.0% per annum of the total capital committed including capital committed by the Fund as a limited partner to the Partnership and unitholder to the Trust. After the fifth anniversary of the final closing date or such other date as agreed by special resolution, the management fee will be 2.0% per annum of the total cost of investments plus any amounts reserved for approved investments.
The GP and the Sponsor, as related parties of the manager of SPFII, are also entitled to a performance fee when the cumulative amount of distribution payments from Square Peg Fund II exceeds the total capital contributed to Square Peg Fund II and the Hurdle Rate (together, the Hurdle Return). Investors should note that the Hurdle Rate references to Square Peg Fund II, not the Fund level, and is denominated in US dollars. Performance fees increase management costs.
If total distributions exceed the Hurdle Return, then:
- the GP and the Sponsor, will each receive 50% of the distributions from the Partnership and the Trust respectively until the GP and the Sponsor have received an amount equal to 20% of all distributions above the total capital contributions from the investors (which have not yet been returned by distribution to limited partners and Trust unitholders); and
- thereafter the GP and the Sponsor will receive 20% and investors (including the Fund) 80% of all such distributions from the Partnership and the Trust respectively.
Accordingly, an amount equal to 20% of all distributions from Square Peg Fund II above the total capital contributed (and not yet returned by distribution to limited partners and Trust unitholders) will be paid to the GP and the Sponsor as a performance fee, the balance being paid to the investors in Square Peg Fund II (including the Fund).