Item 5. Fees and Compensation
A. Advisory Fees and Compensation.
Asset-Based Compensation
For the Funds: The Adviser charges each Investor in the Funds an investment management fee of up to 1.75% per annum
based on the value of each Client’s assets under management. Lower management fees are charged to Investors in the
Founders’ series of interests.
Investment management fees are generally charged quarterly in advance, based on the total market value of the assets in
the Investor account (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and
accrued interest) on the last day of the preceding quarter. If a new Investor account is established during a month or an
Investor makes an additional investment in its account during a month, the investment management fee will be charged as
of the effective date of the investment based on the value of the assets as of the applicable date, and will be prorated for the
number of days remaining in the month.
The investment management fees for the Funds are generally not negotiable; however, the General Partner of a Fund or
Adviser, as the case may be, in its sole discretion, may waive, modify or reduce the fees for certain Fund Investors who are
principals, employees or affiliates of the Adviser, relatives of such persons and for certain large or strategic investors.
For a Separately Managed Account: Investors in a Separately Managed Account pay investment management fees pursuant
to the individually negotiated constituent documents of each such account.
Performance-Based Compensation
For the Funds: The Adviser (or its related person) will also be paid or allocated, as applicable, a performance-based fee or
allocation, which is compensation that is based on a share of capital gains on or capital appreciation of the assets of an
Investor. This compensation may be paid or allocated, as applicable, to the Adviser (or its related person) and may equal up
to 20% of net profits, subject to a loss carryforward. Lower performance-based fees are charged to Investors in the Founders’
series of interests.
The performance-based compensation paid or allocated to the Adviser is generally not negotiable; however, the General
Partner of a Fund or the Adviser, as the case may be, in its sole discretion, may waive, modify or reduce such compensation
for certain Fund Investors who are principals, employees or affiliates of the Adviser, relatives of such persons and for certain
large or strategic investors.
For a Separately Managed Account: Investors in a Separately Managed Account pay performance-based compensation
pursuant to the individually negotiated constituent documents of each such account.
B. Payment of Fees.
For the Funds: The Adviser deducts the investment management fee from Investor accounts quarterly.
Performance-based compensation is deducted from Investor accounts at the end of each fiscal year or upon withdrawal or
redemption by an Investor and paid to or reallocated to, as applicable, the General Partner of a Fund or the Adviser (or its
related person), as the case may be.
For a Separately Managed Account: Both the investment management fee and performance-based compensation are payable
according to the terms of the individually negotiated constituent documents of each such Separately Managed Account.
C. Other Fees and Expenses.
For the Funds: The Adviser will render its services to the Funds at its own expense and will be responsible for its overhead
expenses including: office rent; furniture and fixtures; stationery; secretarial/internal administrative services; salaries and
bonuses; entertainment expenses; employee insurance and payroll taxes.
All other expenses are paid by the Onshore Feeder Fund or the Offshore Feeder Fund (or by the Master Fund and allocated
to them) and shall include, but are not limited to: the management fee; legal, compliance, administrator, audit and accounting
expenses (including third party accounting services); organizational expenses; investment expenses such as commissions,
research fees and expenses (including Bloomberg and similar subscriptions and data services and research related travel);
interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service
fees; Fund-related insurance costs (including D&O and E&O insurance for the Adviser and the General Partner and outside
directorship and Review Board liability); independent Review Board members’ fees and expenses; expenses of regulatory
compliance (including compliance with AIFMD), filings and reporting (including but not limited to Section 13, Section 16 and
Form PF filings); and expenses and any other expenses related to the purchase, sale or transmittal of Funds. The Onshore
Feeder Fund and the Offshore Feeder Fund will also bear their pro rata share of the Master Fund’s expenses.
The organizational expenses of the Funds (including expenses of the initial offer and sale of interests) will be paid by the
Funds and, in the sole discretion of the General Partner and for net asset value purposes, may be amortized over a period of
up to 60 months from the date the Fund commenced operations, although, if the Fund deems appropriate, such amounts
may be accelerated.
In addition, the Funds may be invested in money market mutual funds, ETFs or other registered investment companies, which
may charge their own fees. In these cases, the Fund will bear its pro rata share of the investment management fee and other
fees of such funds, which are in addition to the investment management fee paid to the Adviser. As noted, Clients will incur
brokerage and other transaction costs. Please refer to Item 12 of this Firm Brochure for a discussion of the Adviser’s