Item 5. Fees and Compensation
A. Advisory Fees and Compensation
The Adviser charges advisory fees for both discretionary and non-discretionary investment
management services. Advisory fees are generally set based on a percentage of assets under
management and/or based on performance as described below and in Item 6.
The Adviser’s fees in relation to Managed Accounts are negotiated and agreed based on the
specifications of the Underlying Investor seeking to establish the relevant Managed Account. Fees differ
among Clients based upon a number of factors, including without limitation, account complexity and
size, the Client’s aggregate assets under management and overall fee arrangements. The Adviser’s
fees charged to the Funds are not negotiable after Fund launch but may differ by class of investment.
Fees charged to certain Funds may be waived, reduced or calculated differently with respect to certain
Underlying Investors, at the discretion of the Adviser as permitted by the Fund’s offering documentation
and Governing Documents. Please see also Item 10 disclosure regarding side letters.
Management fees are reduced or waived entirely with respect to investments in the Funds by the
Adviser, its affiliates and certain of their respective principals and staff or their family members and
related vehicles.
Management Fee
The Funds pay the Adviser a management and/or incentive fee or an equivalent allocation. Fees earned
with respect to a Fund may compensate the Adviser or its affiliates for the provision of certain ancillary
services, the responsibility for all or a portion of which may be subcontracted to other parties. The
1In addition, as set out in the Adviser’s Form ADV Part 1A, Schedule D – Miscellaneous - the Adviser
provides non-discretionary, sub-advisory, investment advice to a Client account that, as of March 31,
2023, had approximately $23,094,933 in assets. The Adviser does not have regulatory assets under
management with respect to such Client account.
amount of fees to be paid by a Fund is set forth in the Governing Documents and offering materials for
that Fund.
For Clients which are Managed Accounts, The Advisory Agreement and account documentation relating
to each Managed Account specifies the fees payable to the Adviser.
The Adviser does not currently but may in future share a portion of Client management fees with certain
sales or referral agents.
Management fees range from 0.5% to 2% generally of assets under management.
Performance-Based Compensation
Certain Client mandates, provide that the Adviser will be paid incentive or performance-based
compensation, which is compensation that is based on a share of capital gains on or capital appreciation
of the assets of a Fund. This compensation may be paid to the Adviser or to a related person of the
Adviser and generally range from nil to 20%. Certain Managed Account mandates utilize performance-
based compensation using ‘American’ or ‘European’ style waterfalls, where receipt of performance-
based compensation may be subject to a hurdle rate linked to the investment strategy of the relevant
Fund, with catch-up mechanics included based on commercial negotiation. Performance-based
compensation in relation to the Funds are set forth in the relevant Fund’s Governing Documents, and
for Managed Accounts in the Advisory Agreement and associated documents.
B. Payment of Fees
The Adviser deducts the management fee from Clients on a monthly or quarterly basis by instructing
the Client’s custodian.
Clients pay management fees and incentive fees at such times and in such manner specified in their
Governing Documents in the case of Funds or Advisory Agreement in the case of Managed Accounts.
Such fees will be deducted from the relevant Client and ultimately are reflected in an Underlying
Investor’s net asset value per share or capital account, as applicable.
C. Other Fees and Expenses
In addition to paying investment management fees and, if applicable, performance-based
compensation, Client accounts will also be subject to other fees and expenses, or incur other costs and
charges in certain circumstances in accordance with the Client’s Advisory Agreement or Governing
Documents. Clients will also be responsible for the payment of any additional expenses agreed or
authorized by that Client with the Adviser.
Client Expenses
Each of the Funds or Managed Accounts will generally bear all costs, expenses and liabilities necessary
to carry on the business, purpose and activity for which it was formed. Please refer to a Fund’s
Governing Documents for more detailed information related to the type of expenses that will be charged
or allocated to the Fund.
Client account assets may be invested in a master-feeder structure for certain Client, and predominantly
Fund mandates. Feeder funds generally bear a pro rata share of the expenses associated with the
related master fund as set out in their Governing Documents.
Client account assets may be invested in one or more pooled investment vehicles, including
downstream special purpose entities. In these cases, Client accounts will bear their pro rata share of
the underlying pooled investment vehicle’s operating and other expenses including, in addition to those
listed below: sales expenses, legal expenses; internal and external accounting, audit and tax
preparation expenses; and organizational expenses. Client accounts will also bear their pro rata share
of the investment management fee and other fees of the underlying pooled investment vehicle, which
are in addition to any fees or other compensation paid to the Adviser.
Client expenses generally fall into two categories:
(1) establishment and organizational expenses; and
(2) ongoing operational expenses;
and in each case include, without limitation, expenses linked to professional services; administrative,
governance, and compliance; investor services and reporting; investment services, diligence
...