Item 5 Fees and Compensation
Investment Manager
Compensation received by AAM, and/or its affiliates, is comprised of fees based on a percentage of assets under
management and incentive-based amounts. All fees are deducted directly from clients’/Partnerships’ accounts as
specified in the applicable Partnership agreements; incentive fees are paid pursuant to the Partnership agreements
and the side letters, as applicable.
Management Fees
AAM receives an investment management fee (the “Management Fee”) generally as of the last business day of each
calendar quarter equal to the amount allowed as stated in the applicable Partnership agreements. The Management
Fee may vary between the Partnerships but normally range from 1-3% annualized for invested capital. The
Management Fee is generally payable quarterly in arrears on the last business day of each calendar quarter, based
on the balances in each limited partner’s capital account in the Partnerships as of the last business day of each
calendar quarter, and shall be prorated for any period of less than a full fiscal quarter. The Management Fee is non-
refundable.
AAM has certain Partnerships it controls that invest in investment partnerships of others, including investment
partnerships of its affiliated entities, specifically Amherst Capital Management LLC (“ACaM”). In these cases, AAM
may, but currently does not charge a Management Fee. AAM has a conflict of interest where it could have additional
incentive to have AAM Partnerships invest in the partnership of its affiliates. AAM has no management fee sharing
relationship with any of its affiliates including, but not limited to, ACaM. AAM refers the investors in its Partnerships
to the relevant Partnership documents to determine when investments are being made in other partnerships and
to what extent management fees may be charged by more than one entity, including AAM and any of its affiliates.
Part 2A of Form ADV 3 Updated: March 30, 2024
Incentive-Based Amounts
A portion of the Partnerships’ net investment profits are allocated to the capital account of the general partner as
"incentive-based amounts" as is specified in accordance with the terms of the Partnerships’ offering documents. The
general partners of the Partnerships are related persons of AAM. The manner of calculation of such incentive-based
amounts is disclosed in the Partnership agreement for the Partnerships. Generally, however, amounts ranging
between 15%-25% of the investment profits of the Partnerships are allocated as incentive-based amounts to their
general partner but only if the Partnerships achieve a specified hurdle or minimum return rate.
The general partners generally reserve the right to waive, reduce or modify, from time to time, all or part of the
Management Fee or incentive-based amounts or the method of calculation thereof with respect to one or more
limited partners. The compensation modifications may be either up or down.
AAM or its affiliates have entered into side letter agreements with certain investors in the Partnerships providing
such investors with different or preferential rights or terms, including, but not limited to, different fee structures
and co-investment rights. AAM and its affiliates have no obligation to offer all such additional rights, terms or
conditions to any other investors in such Partnerships, except to the extent required by the organizational or offering
documents of the applicable Partnership. Once invested in a Partnership, investors are generally not able to impose
additional investment guidelines or restrictions on such Partnership. For these reasons, AAM will not be able to tailor
the investment advisory services provided to the Partnerships to meet individual investor needs. In addition, AAM
will not be able to impose individual investment restrictions on the investment strategies for underlying investors in
the Partnerships.
In addition to AAM’s fees, investors bear indirectly the expenses charged to the Partnerships. Those expenses vary
and typically include, but are not limited to, the following: legal and compliance, audit and accounting, administrative
expenses and custodial and transaction costs paid to custodians, administrators, brokers and other third parties.
Prior to investing in a Partnership, investors must review and sign legal documents confirming that they understand
the fees and expenses charged by AAM, custodians, administrators, brokers and other third parties in relation to the
activities of the Partnership.