FEES AND COMPENSATION
A. Advisory Fees and Compensation.
i. Funds
The advisory fees, allocations and expenses applicable to the Funds are set forth in detail
in each Fund’s respective offering documents. A summary of such fees, allocations and
expenses is provided below (this summary is qualified in its entirety by the actual terms
and conditions set forth in each Fund’s respective offering documents).
a. Management Fees
Amici Associates and The Collectors’ Fund - No management fee is payable in
respect of Amici Associates and The Collectors’ Fund. However, Amici Associates
and The Collectors’ Fund utilize an expense model basis, whereby Amici Capital
charges each of the Funds the expenses described in Item 5.A.i.c. below. Each of
Amici Associates and The Collectors’ Fund expects that the costs and expenses
incurred and paid by each such Fund to conduct the business of Amici Capital will be
equal to approximately 1.5% per annum of the beginning net asset value of such
Fund, before taking into account the estimated accrued incentive allocation (described
in Item 5.A.i.b below), if any, of the capital accounts of such Fund’s limited partners
(the "Expected Costs"). However, the actual costs and expenses incurred and paid
by such Fund in respect of the conduct of Amici Capital’s business may be greater
than or less than the Expected Costs; additionally, each of Amici Associates and The
Collectors’ Fund will be responsible for its own expenses that are unrelated to the
conduct of Amici Capital’s business, as well each such Fund's pro rata share of the
expenses of their respective Master Funds, including, without limitation,
administration, legal, accounting, auditing, entity level taxes, valuation fees and
expenses, investment banking, consultants, experts, translators and other professional
fees and expenses, regulatory fees and expenses, expenses incurred in connection
with the offering and sale of interests, insurance fees and expenses, research fees and
expenses (including research related travel), market data fees and expenses,
investment fees and expenses (whether or not such investment is consummated) such
as commissions, interest on margin accounts and other indebtedness, expenses
relating to short sales, clearing and settlement charges, custodial fees, bank service
fees and interest expenses, and other fees and expenses related to the purchase, sale or
transmittal of each such Master Fund's assets.
AQA – Amici Capital receives a monthly management fee for investment
management services provided to AQA, equal to: (i) on behalf of the Class A capital
accounts of the Class A limited partners admitted to AQA prior to January 1, 2005,
0.0833% (1.0% per annum) of the beginning net asset value, before taking into
account the estimated accrued Class A incentive allocation, if any (described in Item
5.A.i.b below); and (ii) on behalf of the Class A capital accounts of the Class A
limited partners admitted to AQA on or after January 1, 2005 and on behalf of the
Class B capital accounts of the Class B limited partners, 0.1250% (1.5% per annum)
of the beginning net asset value, before taking into account the applicable estimated
accrued incentive allocation, if any (described in Item 5.A.i.b below). The
management fee is paid to Amici Capital in advance promptly after the first day of
each month, but in no event later than March 15th of the year following the year in
which the management fee was earned. The management fee is prorated for any
period that is less than a full month and is deducted in determining the net profit or
loss in respect of a limited partner’s capital account.
Amici Offshore, The Collectors’ Offshore Fund and Amici Healthcare Offshore –
Amici Capital receives a quarterly management fee from each of Amici Offshore, The
Collectors’ Offshore Fund and Amici Healthcare Offshore, calculated at the rate of
0.375% (1.5% per annum) of the beginning net asset value, before taking into account
the estimated accrued incentive allocation (described in Item 5.A.i.b. below), if any,
of such Fund’s shares. The management fee is paid in advance promptly after the
first day of each calendar quarter. The management fee is prorated for any period that
is less than a full calendar quarter and is deducted in determining the net profit or loss
in respect of any sub-series of shares. The management fee is charged to, and paid
by, the respective Master Fund of each such Feeder Fund instead of by such Feeder
Fund.
With respect to The Collectors’ Offshore Fund and Amici Healthcare Offshore, for
purposes of calculating the management fee, as applicable, the beginning net asset
value of each series of shares of such Fund will not be reduced by taxes imposed
under Sections 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended, or
other similar laws, resulting from the status, action or inaction of such shareholder
that are accrued as of the applicable calculation date or have been paid during the
applicable calculation period.
AGP and Amici Healthcare - Amici Capital receives a quarterly management fee
from each of AGP and Amici Healthcare, calculated at the rate of 0.375% (1.5% per
annum) of the beginning net asset value, before taking into account the estimated
accrued incentive allocation (described in Item 5.A.i.b. below), if any, of the capital
accounts of such Fund’s limited partners. The management fee is paid in advance
promptly after the first day of each calendar quarter. The management fee is prorated
for any period that is less than a full calendar quarter and is deducted in determining
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