Cotra
Governance

Fiduciary structure. Institutional discipline.

Cotra is built on a governance framework designed for the standard of care that institutional limited partners require. Our structure, compliance, and oversight practices are designed to endure across market cycles.

Regulatory Status

Registered Investment Adviser.

Cotra Capital Management, LLC is a Registered Investment Adviser. The firm’s investment activity is conducted pursuant to the Investment Advisers Act of 1940 and applicable state securities regulations, with full Form ADV filings maintained on IAPD.

  • Compliance program managed by the Chief Compliance Officer.
  • Annual code of ethics attestation across all covered persons.
  • Personal trading pre-clearance and quarterly reporting.
  • Marketing rule review and archival of all LP-facing communications.
Committee Structure

Decision-making is committee-based, documented, and reviewable.

Investment Committee

Chairs all fund-level investment decisions. Requires unanimous approval for new commitments greater than 3% of fund NAV. Chaired by the CEO with independent advisory board participation.

Risk & Valuation Committee

Reviews portfolio marks, concentration limits, leverage compliance, and stress testing. Meets quarterly and reports independently to the Advisory Board.

Compliance Committee

Oversees Form ADV, policies & procedures, personal trading, marketing rule adherence, and vendor due diligence. Chaired by the Chief Compliance Officer.

Advisory Board

Independent oversight body providing counsel to the CEO and Investment Committee. Reviews conflicts, key-person events, and strategic direction.

Alignment

Structural alignment with limited partners.

0%
GP commitment
0%
LP preferred return
EU
Whole-fund waterfall
10+2×1
Fund term (years)

All Cotra funds share a common alignment stack: 2% GP commitment, 8% LP preferred return, European whole-fund waterfall, and 100% carried interest subordination to LP return of capital plus preferred return.

External Oversight

Independent audit, legal, and administration.

  • AuditorPricewaterhouseCoopers (PwC)
  • Legal CounselLePore Law Group
  • Fund AdministratorTo be appointed prior to first close
  • RegulatorSEC / state securities authorities
Governance Documents

Detailed governance materials are available under NDA.

Request materials Disclosures