Item 5: Fees and Compensation
A. There are currently two classes of Investor interests/shares (the “Interests”) in the Funds. Class A
Interests in the Funds will generally be subject to (i) a monthly management fee, payable in
advance, equal to 0.125% (approximately 1.5% per annum) of the net asset value of an Investor’s
capital account balance as of the beginning of each month (the “Management Fee”); and (ii) an
annual incentive allocation equal to 20% of an Investor’s aggregate net capital appreciation
attributable to such Investor’s capital account at the end of each fiscal year or at the time of
withdrawal, in each case, subject to a high water mark (the “Incentive Allocation”). The
Management Fee and Incentive Allocation for Founders Class Interests are (i) a monthly
management fee, payable in advance, equal to 0.104% (approximately 1.25% per annum) of the
net asset value of an Investor’s capital account balance as of the beginning of each month; and (ii)
an annual Incentive Allocation equal to 15% of an Investor’s aggregate net capital appreciation
attributable to such Investor’s capital account at the end of each fiscal year or at the time of
withdrawal, in each case, subject to a high water mark.
Class A Interests and Founders Class Interests have the same rights, privileges, preferences and
terms, except with respect to the applicable Management Fee and Incentive Allocation percentages
as further detailed in the applicable Fund Documents.
Capital contributions made on dates other than the first day of a calendar month will be assessed
a pro rata management fee at the time such capital contributions are made. Once paid, the
Management Fee is non-refundable (notwithstanding, for the avoidance of doubt, a subsequent
redemption). Notwithstanding the foregoing, in the case of a mid-month liquidation of a Fund, the
Investment Manager will refund a pro rata portion of the Management Fee at the time of such
compulsory redemption or liquidation, as applicable.
The Investment Manager or the General Partner may reduce, waive or calculate differently the
Management Fee for certain Investors, including but not limited to, members, employees, and
affiliates of the Investment Manager, without notice to, or consent from, the other Investors.
B. In addition to the Management Fee, the Master Fund will bear, or reimburse the Investment
Manager and/or the General Partner for advancing, its own expenses and those of the Feeder
Funds, and certain expenses of the Investment Manager. All fees and expenses, including
compensation arrangements with the Portfolio Managers, are described in the Fund Documents of
each Fund.
C. Side Letter Agreements: The Investment Manager and/or General Partner may enter into “side
letter” agreements with certain Investors pursuant to which, if permitted under applicable law and
regulations, they may provide such Investors with preferential terms with respect to their investment
in the Funds, including, without limitation, with respect to Management Fees, Incentive Allocations,
redemption terms (including the frequency of redemptions and/or required notice periods),
transparency (including portfolio transparency), capacity and/or co-investment rights. As a result of
the terms provided in such side letter agreements, certain Investors may be better able to assess
the prospects and performance of the Funds than other Investors, and may be able to redeem all
or a portion of their investment from the Funds at times when other Investors may not. Subject to
applicable law and contractual requirements, the Investment Manager does not intend to disclose
the terms of such side letter agreements and does not intend to disclose the identities of the
Investors that have entered into such agreements.
D. None of the Investment Manager, the General Partner or any of their supervised persons accepts
compensation for the sale of securities or other investment products.
Date of Brochure: 5.15.2024