Item 5: Fees and Compensation
The fees and compensation applicable to each of the Clients are set forth in detail in the
corresponding Offering Documents for the Funds, or for any SMAs an Investment
Management Agreement. A brief summary of such anticipated fees is provided below.
It is important that Clients refer to the respective Offering Documents and other governing
documents (including, any Investment Management Agreement) for a complete
understanding of fees and other forms of compensation. The information contained herein is
a summary only and is qualified in its entirety by such materials.
Management Fee
The Clients will pay the Investment Manager an investment management fee (“Management
Fee”) based upon the value of each investor’s capital account as of the first day of each
calendar quarter or on the date of a contribution if other than the beginning of a quarter.
The Management Fee will be paid quarterly in advance, prorated for subscriptions into or
withdrawals and/or redemptions from the Clients as applicable.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
Investors that are members, principals, employees or affiliates of the Investment Manager or
the General Partner, relatives of such persons, and for certain large or strategic investors.
Performance-Based Compensation
The Investment Manager may enter into separate arrangements with certain investors in
which it receives compensation based in part on the performance of the Clients’ investments.
Under these arrangements, the Investment Manager may receive performance fees with
regard to unrealized appreciation as well as realized gains. To the extent that the Investment
Manager’s performance fee is based on the unrealized appreciation of securities for which
market quotations are not readily available, such securities are valued at fair value as
reasonably determined by the Investment Manager.
Other Types of Fees and Expenses
AJOVISTA is authorized to incur and pay in the name and on behalf of the Clients all expenses
which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
The Funds investors pay the expenses of the organization of the Funds and all offerings of
Participating Shares in the Funds. The Investment Manager renders its services to the Clients
at its own expense, including the salaries of employees necessary to render such services and
all general overhead expenses attributable to the Investment Manager’s operations.
Operating expenses of the Clients are borne by the Clients, including the fee paid to the
Investment Manager and to the Administrator, fees and expenses paid to any member of the
Clients's board of directors, legal, auditing, accounting, and consulting fees, and investment-
related expenses such as brokerage commissions, margin interest, custodial fees, and bank
fees. All expenses payable by the Clients will be paid by the Clients directly from the Clients’s
assets. The Investment Manager, in its sole discretion, may reimburse the Clients for any
expenses or a portion thereof, or pay directly certain expenses that may be Clients expenses.
Organizational and initial offering expenses were paid at or about the time of the initial
offering of Participating Shares of the Clients and were amortized over 12 months. Amortized
expenses may result in a qualified audit opinion from the Clients’s auditor as amortization is
a departure from United States generally accepted accounting principles.
Side Letters
AJOVista may from time to time enter into agreements with certain investors that may provide
for terms of investment that are more favorable than the terms described in the relevant
offering documents. Such terms may include the waiver, reduction or rebate of management
fees, expenses and/or performance-based allocations, the provision of additional information
or reports or more favorable transfer rights or liquidity terms.
No such agreement will necessarily entitle any other Investor to the same terms of
investment. No supervised person of AJOVista accepts compensation for the sale of securities
or other investment products, including interests in or shares of the Funds.