Item 5: Fees and Compensation
AIGH provides investment management services for fees based upon assets under management.
Investment Management Fees
The specific manner and amounts in which AIGH and its affiliates charge fees to the relevant Client is established
and described in greater detail in the Governing Documents of such Client. AIGH, in its sole discretion, may
negotiate to charge a Client a lesser fee based upon certain criteria, such as anticipated future earning capacity,
anticipated future additional assets, dollar amount of assets to be managed, related accounts, account
composition, pre-existing client relationship, account retention and pro bono activities.
AIGH or its affiliates typically receive compensation based on a percentage of assets under management payable,
in advance, at the beginning of each calendar quarter (the “Management Fee”) and a percentage of the
performance achieved payable to an affiliate of AIGH at the end of each fiscal year (the “Performance
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Allocation”). In the event of partial withdrawals during the fiscal year, the Performance Allocation is allocated to
the General Partner at the time of withdrawal on pro rata basis relative to the withdrawal amount. AIGH offers
multiple classes of interests or shares in the Funds each with a different Management Fee and Performance
Allocation.
In the event that an investor or Subadvised Client is permitted or required to withdraw or redeem completely or
partially from the Fund or account (as the case may be) or transfer its interests or shares in the Fund or account
(as the case may be) other than at the end of the fiscal quarter, that investor or Subadvised Client will receive
back a pro rata portion of the Management Fee based on the number of days remaining in such fiscal quarter.
AIGH personnel serve on boards of portfolio companies. Compensation received (if any) for being a director goes
to AIGH clients on a pro rata basis. Currently, one person has been elected to serve on a board of a certain
portfolio company. The portfolio company is held in the Fund and the Subadvised Client accounts.
Expenses
FUND
In addition to the fees and compensation described above, the Fund will bear its own expenses, including,
without limitation, investment expenses (e.g., expenses that, in AIGH’s discretion, are related to the investment
of the Fund’s’ assets, whether or not such investments are consummated, such as brokerage commissions,
expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest
expenses); professional fees (including, without limitation, expenses of consultants, investment bankers,
attorneys, accountants and other experts) relating to investments; fees and expenses relating to software tools,
programs or other technology utilized in managing the Fund’s portfolio (including, without limitation, third-party
software licensing, implementation, data management and recovery services and custom development costs),
researching investments, evaluating and managing risk, facilitating valuations, facilitating accounting functions,
facilitating compliance with the rules of any self-regulatory organization or applicable law (including, without
limitation, reporting obligations), facilitating and managing the order execution of securities or otherwise
managing the Fund or any trading subsidiary, portfolio management systems, risk management systems and
order management systems; research and market data (including, without limitation, any computer hardware
and connectivity hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such
research and market data); administrative expenses (including, without limitation, fees and expenses of the
Funds’ administrator); legal expenses; external accounting and valuation expenses; audit and tax preparation
expenses; costs related to errors and omissions insurance and directors and officers insurance for the General
Partner, and the members, partners, officers, employees and agents of any of them; costs of printing and mailing
reports and notices; entity-level taxes; regulatory expenses (including, without limitation, expenses related to
preparing and making regulatory and compliance filings associated with the Funds and their investment activities,
such as filing fees and costs of software, systems and consultants utilized in connection with the preparation and
making of such filings); organizational expenses; expenses incurred in connection with the offering and sale of
the Interests and other similar expenses related to the Funds (other than any fees payable to any placement
agent, which will be paid by AIGH or its affiliates); indemnification expenses; and extraordinary expenses.
Generally, Fund expenses, other than the Management Fee and any expenses which the General Partner
determines in its sole discretion should be allocated to a particular investor or investors will be charged to all
investors on a pro rata basis.
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SUBADVISED CLIENTS
The Subadvised Clients will bear all of its investment expenses as fully described in each Client’s sub-advisory
agreement.