Item 5. Fees and Compensation
Management Fee
The Adviser is paid an asset-based investment management fee ranging from 1.25% to 2.0% per annum
of the net assets of the respective client account (calculated in accordance with the governing documents
of the relevant account).
To the extent a client account is charged its management fee quarterly in arrears, the fee is calculated
based on the value of the account as of the last day of each quarter and the management fee is prorated
for any period that is less than a full quarter. To the extent a client account is charged its management fee
quarterly in advance then the fee is based on the value of the account as of the first day of the quarter and
such fee will be prorated to the extent that subscriptions or withdrawals are made during such quarter. Any
pre-paid management fees will be refunded based on the number of days remaining in the applicable
period if the investment management agreement is terminated before the end of the relevant period.
The management fee may be waived or reduced for an investor in a Fund that is a member, principal,
employee or affiliate of the Adviser, Eaglevale Partners GP LLC, relatives of such persons and certain
large or strategic investors.
Performance-Based Compensation
The Adviser (or an affiliate of the Adviser) may be paid annual performance-based compensation, which
is compensation that is based on a share of the net capital appreciation of the assets of a client. This
performance-based compensation ranges from 15% to 20% and is subject to a loss carryforward
provision, which is adjusted to account for any withdrawals.
The performance-based compensation may be waived or reduced for an investor in a Fund that is a
member, principal, employee or affiliate of the Adviser, Eaglevale Partners GP LLC, relatives of such
persons and certain large or strategic investors.
More detailed information about the fees paid by investors in the Funds may be found in each Fund’s
offering documents and the fees applicable to other client accounts are set forth in such account’s
investment management agreement or other governing document, as applicable.
The management fee and any performance-based compensation with respect to a Fund is calculated by
the Funds’ third party administrator. With respect to a Fund, the management fee is paid pursuant to
instructions from the Adviser and the performance based compensation paid to an affiliate of the Adviser
is structured as a re-allocation of profits. With respect to the Account, the Adviser sends an invoice for
the management fee and performance-based compensation based on information provided by the
Account’s third-party administrator. In addition to paying the management fee and performance-based
compensation, certain client accounts are also subject to other expenses such as expenses of the
administrator, legal, auditing, accounting (including internal accounting software), tax compliance and tax
consulting expenses; entity-level taxes and other professional expenses; research expenses (including
fees of consultants that provide technical or fundamental research, subscription fees for data services
such as Reuters and Bloomberg, analytics software, risk management software, portfolio management
software, order management software and research-related travel expenses); expenses of third-party
valuation agents; investment expenses such as commissions; interest on margin accounts and other
indebtedness; custodial fees; bank service fees; and other expenses related to the purchase, sale or
transmittal of client assets. The applicable expenses for a client are set forth in the client’s governing
documents, as applicable, and all of the above listed expenses may not be paid by all of the Adviser’s
clients.
Client assets may be invested in ETFs, and in these cases, the client will bear its pro rata share of the
investment management fee and other fees of such fund, which are in addition to the management fee or
performance-based compensation paid or allocated to the Adviser (or an affiliate of the Adviser). Certain
of the Adviser’s clients are organized as master-feeder structures and accordingly, the feeder funds in
each structure bear their pro rata share of the expenses of the relevant master fund. In addition, clients
will incur brokerage and other transaction costs. Please refer to Item 12 of this Brochure for a discussion
of the Adviser’s brokerage practices.