Diptych Capital Fund I, L.P. · Hong Kong Limited Partnership Fund · Commitment mechanics

Where one million euros of your commitment goes

A commitment is a ceiling, not a payment. Capital is drawn in instalments over the life of the fund — for investments when a deal is signed, and for fees and expenses on a fixed calendar. This sheet shows the split, the calendar, and the terms that govern it.

Illustration basis target €30–35m, hard cap €50m — every figure tested across the €20–50m planning band, shown at the €35m midpoint · 2.5% fee, stepping down to 2.0% on invested cost · 5-year investment period · 10-year term

Figures per €1,000,000 committed

Status Draft for discussion · subject to LPA

The split over ten years

Roughly four euros in five are drawn for portfolio companies, and reinvested early proceeds lift that further. The remainder pays the manager and the fund's own running costs, all drawn from inside the commitment — nothing is invoiced on top of it.

Invested in companies
€783,700
78.4% · 76.6–79.0% across the band
Drawn deal by deal, only when a transaction is signed. Early proceeds may be reinvested up to the fees and expenses paid, so the capital actually working in companies can reach €950,000 or more.
Management fee
€181,800
18.2% · the same at every fund size
2.5% p.a. on commitment for the five-year investment period, then 2.0% p.a. on the cost of unrealised investments only. Includes the equalisation charge for LPs admitted at later closings.
Fund expenses
€28,600
2.9% · €45,000 at €20m, €23,000 at €50m
Administrator, audit, AML responsible person, fund legal and tax. Paid by the fund as incurred, never out of the management fee. This is the one line that moves with fund size — fixed costs spread over more capital.
Formation costs
€6,000
0.6% · capped at 0.50–0.75% by fund size
Legal set-up of the partnership, capped in the LPA. Anything above the cap is borne by the General Partner.

Across the €20–50m range this sheet is stable. Your management fee is 18.2% of the commitment at every point on it, because a fee rate does not depend on fund size. Only the fund's own running costs move — €45,000 per million at a €20m fund against €23,000 at €50m — which shifts the capital invested in companies between €765,900 and €790,200 per million.

What you never pay: anything beyond the commitment (save the customary, capped overcall and giveback provisions); fees on money not yet drawn after the investment period; any transaction, monitoring or director fee the manager receives from a portfolio company — 100% of those are credited against your management fee.

The calendar

Two rhythms run side by side. Fees follow the quarter; investments follow the deal.

Fee call (quarterly)Investment call (per transaction)

Terms that govern the drawdowns

Term	Proposed	What it means for you
Commitment	min. €[500,000]	Your maximum exposure. Drawn in instalments; unfunded balance released at end of the investment period except for follow-ons, fees and expenses.
Management fee — investment period	2.5% p.a. on commitment	Quarterly in advance from the first close date. Predictable: four fixed dates a year. Funds the on-the-ground team in Hong Kong and mainland China.
Management fee — thereafter	2.0% p.a. on cost of unrealised investments	Both the rate and the basis step down: falls automatically as companies are sold, and no fee on capital that was never drawn.
Fee offset	100%	Every transaction, monitoring or director fee received from portfolio companies reduces your management fee euro for euro.
Organisational expenses	capped at 0.5–0.75% of commitments	One-off reimbursement to the GP at closing. Excess is the GP's cost.
Fund expenses	at cost, budgeted annually	Administrator, audit, AML officer, legal, tax. Reported to LPs each year against budget.
Later closings	catch-up + 8% p.a. equalisation	LPs admitted after first close pay the fees they would have paid plus interest — early LPs are not disadvantaged.
Reinvestment of proceeds	up to fees and expenses paid · investment period + follow-ons	Early proceeds may be reinvested, at no additional fee, so that close to 100% of your commitment works in companies. Total invested never exceeds 100% of commitments.
GP commitment	1% of fund	The team invests alongside you on the same terms, called with every drawdown.
Carried interest	20% · 6% preferred return · 100% catch-up · whole-fund	The team shares in profit only after all your capital plus a 6% p.a. preferred return has been returned; carry is calculated on the fund as a whole, never deal by deal.
Investment period / term	5 years / 10 years + 2 × 1	Extensions require LP Advisory Committee consent; fees in extension years are reduced.
Drawdown notice	10 business days	Every call states purpose, amount, and your remaining unfunded commitment.
Default	interest, then remedies	Standard LPA protections for the LPs who do fund: default interest, cure period, forfeiture/forced sale of a defaulting interest.

Your first twelve months, in numbers

If you sign at the first close

Closing day — fee stub to quarter-end (≈ €3,200) plus your share of capped formation costs (≈ €6,000).
Day 1 of each following quarter — €6,250 management fee.
When a deal signs — investment call for your pro-rata share; typically 4–6 calls in year one, together ≈ €150,000–200,000.
Year-one total drawn — roughly €190,000–240,000 of the €1,000,000.

If you join at the final close (nine months later)

Admission day — catch-up of fees since first close plus equalisation interest (≈ €19,300), and your share of investments already made, so all LPs hold the same portfolio at the same cost.
Thereafter — identical calendar to first-close LPs.

Illustrative only, prepared for discussion with prospective investors. Figures are shown for a €35,000,000 fund, the midpoint of the €20,000,000–€50,000,000 planning band (market-facing target €30,000,000–€35,000,000, hard cap €50,000,000), with a 2.5% management fee during a five-year investment period stepping down to 2.0% on invested cost, a ten-year term and the expense estimates shown; the ranges quoted alongside each figure are the values at the two ends of that range. Actual amounts depend on final fund size, closing dates and the Limited Partnership Agreement, which governs in all cases. This document is not an offer to sell or a solicitation of an offer to buy any interest in any fund; any such offer will be made only by a private placement memorandum to eligible professional investors in permitted jurisdictions.