Item 5: Fees and Compensation
Asset-Based Compensation
We provide discretionary investment management services to the Funds. We generally
receive two forms of compensation – (a) management fees and (b) performance-based
compensation. The compensation the Funds pay Corrib is set forth in each Fund’s Offering
Materials. With respect to the CCM Funds and depending on the class of shares or interests, we
typically receive a 1.5% to 1.75% per annum management fee from each CCM Fund (and
accordingly, each investor) based on net assets under management. The management fee is paid
quarterly, in advance, based on the net assets of the CCM Fund as of the beginning of each calendar
quarter, adjusted for subscriptions made during the quarter and without accrual of any performance-
based compensation or otherwise in accordance with a CCM Fund’s Offering Materials. Please refer
to the relevant Offering Materials for complete information on the fees and compensation payable
with respect to a particular CCM Fund.
With respect to a Separate Account, the fees (both management and performance-based
fees), which are negotiated by Corrib with each Separate Account are based on final net asset value
calculations by the Separate Accounts’ administrator and are paid in arrears by a Separate Account
on a monthly basis.
Our management fee is prorated for any period less than a full calendar quarter.
In certain limited instances, our management fee and performance-based compensation
rates are negotiable. In our sole discretion, we may also waive or reduce the management fee and/or
the performance compensation rates with regard to investors in the CCM Funds that are employees
or our affiliates, relatives or friends of such persons, and for certain strategic investors or accounts.
In accordance with common industry practice, we are permitted, under the terms of certain
Funds’ Offering Materials, to enter into side letters and other similar agreements granting more
favorable and different rights or terms to certain investors. Similarly, we may enter into investment
advisory agreements granting more favorable or different rights to certain Funds. These rights or
terms may include: special rights with respect to future investment capacity; special liquidity or
withdrawal rights; rights to receive additional, more frequent or specialized reports, notices or
information; "MFN" rights; consent, indemnity and exculpation rights; rights to reduced rates,
limits on or a share of performance-based compensation and/or management fees; and limits on
expense pass-through. These agreements could create preferences or priorities for certain investors
as compared to other investors, as well as to certain Funds as compared to other Funds.
Generally, we are permitted to enter into these separate agreements without the consent of, or
notice to, other investors or other Funds. Moreover, investors or Funds are not entitled to participate
in any special arrangement without our prior written approval and agreement. Investors or Funds not
offered a special arrangement do not have any right or claim against Corrib, its affiliates or the Funds
or any other investor.
Payment of Fees
With respect to the CCM Funds, we calculate and deduct fees from the applicable CCM
Fund. The CCM Funds’ independent third party administrator verifies our calculation of fees.
Management fees paid to Corrib by a Separate Account are calculated by a Separate
Account’s administrator and are paid to Corrib within 10 business days of final monthly net asset
value calculations. Performance-based fees paid to Corrib by a Separate Account are also calculated
by the administror for the Separate Account and are paid to Corrib annually in arrears based on final
net asset value calculations.
Other Fees and Expenses
In addition to paying the management fee and performance-based compensation, the Funds
will pay or reimburse Corrib for certain organizational, operational and other permissible expenses
as described in the Offering Materials for each Fund. While the permissible expenses vary among
Funds, these expenses and fees generally include and/or are related to: transactions, such as
brokerage (see also Item 12 below); custodial, administrator and account maintenance; interest and
borrowing; taxes or duties; transfer and registration; portfolio (necessary or incidental to
investments); research (depending on the Fund this may include travel); Fund operating and
organizational; legal and compliance (including regulatory filings, such as Form PF); external
accounting, audit, and tax preparation; Fund-related insurance for its investment manager and
directors; and directors.
In most cases, we invest assets of the CCM Funds that are “feeder funds” in a CCM Fund
“master-feeder” structure. CCM Funds that are feeder funds will bear a pro rata share of the
expenses associated with the related master fund.
Fund assets may be invested in money market, mutual funds, exchange-traded funds and
other registered investment companies (“registered funds”). In these cases, investors will bear both
their pro rata share of the Fund’s fees and expenses, as well as other (layered) fees of the registered
funds.
To the extent any of the foregoing expenses relate to more than one Fund, Corrib will
allocate such expenses based on a good faith determination of each Fund’s pro rata share of such
expenses to the Funds benefiting from such expenses. From time-to-time, Corrib may pay for certain
of these expenses out of its own assets on the Funds’ behalf. Corrib generally seeks reimbursement
of these expenses directly from the Funds on a cost basis only. The Funds pay no interest or carrying
charges associated with expense payments made on their behalf by Corrib.
Prepayment of the CCM Funds’ Management Fee
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