Item 5 – Fees and Compensation
Generally, the Investment Manager receives a monthly management fee in advance (adjusted for
subscriptions made during the month) calculated at the rate of 0.166% (i.e., approximately 2.0% per
annum) of the net assets of each client (the “Management Fee”). For certain Funds, a different rate
may apply in respect of some classes of interests. As a result, please refer to each Fund’s offering
materials to understand the manner in which the Management Fee is structured, by Fund.
Additionally, in certain instances, the Management Fee may be negotiable, and the Investment
Manager may waive or reduce the Management Fee with regard to Investors that are employees or
affiliates of the Investment Manager or the Sub-Advisers; relatives of such persons; and for certain
large or strategic Investors. The Sub-Advisers receive annual fees as specified under their respective
Sub-Advisory Agreements, as applicable, for the provision of investment management services during
each fiscal year. Such fee is payable by the Investment Manager and is intended to be an arm’s length
fee (calculated on the basis of Organisation for Economic Co-operation and Development guidelines
and principles).
The Investment Manager receives performance compensation that is generally equal to 20% or more
of a client’s net profits, if any, subject to a “loss carryforward” provision (the “Incentive Fee”). For
certain Funds, a different rate may apply in respect of some classes of interests. Please refer to each
Fund’s offering materials to understand the manner in which the Incentive Fee is structured, by Fund.
The Incentive Fee may be negotiable and may be waived or reduced with regard to Investors that are
employees or affiliates of the Investment Manager or the Sub-Advisers; relatives of such persons; and
for certain large or strategic Investors.
Investors are generally permitted to redeem/withdraw capital from the Funds on a quarterly basis
subject to an Investor’s applicable notice requirement. Each Fund generally requires at least 60 days’
advance written notice for redemptions/withdrawals and has generally included within its investment
terms a 25% investor-level gate on redemptions/withdrawals, though certain Investors or classes of
interests may have different liquidity terms and include at least 90 days’ advance written notice.
Certain classes of interests will require the payment of a redemption fee equal to 3% of the amount
redeemed if such classes are redeemed prior to the anniversary of the date on which such classes were
purchased. The redemption/withdrawal gate, the redemption fee, together with the applicable notice
period for any redemption, are designed to help the Investment Manager effectively manage the
redemption/withdrawal process. More specifically, such mechanisms allow the Investment Manager
to have a clear view of cash outflows from each Fund, thus allowing the Investment Manager to tailor
liquidation scenarios to meet redemption/withdrawal needs. The Funds, in consultation with the
Investment Manager, may waive or reduce these liquidity and redemption/withdrawal terms with
regard to Investors that are employees or affiliates of the Investment Manager or the Sub-Advisers;
relatives of such persons; and for large or strategic Investors.
Please refer to the offering materials of each of the Funds for further details on investment terms for
each of the Funds.
The Investment Manager’s fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses which will be indirectly incurred by Investors by virtue of their investment
in a Fund. These include Fund-related legal, compliance (including, but not limited to, regulatory filing
fees and client’s portion of any Investment Manager regulatory filing obligations or compliance
expenses incurred directly in connection with the Fund, such as expenses related to compliance with
(i) Form PF, (ii) short and long exposure and/or ownership filings with U.S. and foreign regulators (iii)
Form CPO-PQR, (iv) the Markets in Financial Instruments Directive, (v) the U.S. Foreign Account Tax
Compliance Act (“FATCA”), (vi) the intergovernmental agreement between the United States and the
Cayman Islands to improve international tax compliance and the exchange of information, (vii) anti-
money laundering laws and know-your-customer requirements, including the costs associated with
the appointment of any Anti-Money Laundering Compliance Officer, Money Laundering Reporting
Officer and Deputy Money Laundering Reporting Officer required pursuant to the anti-money
laundering regulations of the Cayman Islands, (viii) the intergovernmental agreement between the
United Kingdom and the Cayman Islands to improve international tax compliance and the exchange of
information, (ix) the multilateral competent authority agreement between the Cayman Islands and
over 100 other countries to implement the OECD (Organisation for Economic Cooperation and
Development) Standard for Automatic Exchange of Financial Account Information – Common
Reporting Standard or (x) the law of any jurisdiction or any treaty providing for documentation or
information similar to that required to be furnished under FATCA or an intergovernmental
agreement); audit, tax, accounting (including third-party accounting services) and administrator
(including middle/back office and risk services) fees and expenses; organizational expenses; third-
party and out-of-pocket research, diligence and market data costs and expenses; professional fees and
expenses of consultants, legal counsel, finder and other professionals in connection with investigating,
evaluating and structuring investments, including unconsummated investments; research and
diligence-related fees and expenses (including fees for news and quotation equipment and
connectivity costs and services, market and other research-related data services); fees for market
...