Item 5 – Fees and Compensation
A. Advisory Fees and Compensation – The Adviser or its affiliates generally receive
management fees and performance-based (incentive) fees or allocations from Clients.
The offering memoranda (each an “Offering Memorandum” and together the "Offering
Memoranda") for the Funds describe the basic fee structure relevant to Investors in each
Fund. Note that some Fund Investors may pay more or less than other Fund Investors for
the same management services generally depending on the series or sub-class of the Fund
in which they invest, as each series of limited partnership interests or sub-class of shares
has a specified minimum investment amount and associated fee and liquidity terms. In
addition, the Adviser may waive or modify fees for Fund Investors that are members,
employees or affiliates of the Adviser and relatives of such persons, and for certain large
or strategic investors. Separate Account investors, if any, will pay fees and compensation
pursuant to an individually negotiated agreement with the Adviser.
As further described in the Offering Memoranda, Investors in the Feeder Funds may be
subject to certain early redemption fees or early withdrawal fees, as applicable, payable
to the Master Fund, if such an Investor redeems its investment prior to the first
anniversary of its investment.
B. Payment of Fees – Management fees charged are deducted from the relevant Fund’s
assets. Management fees are calculated and paid monthly in advance. Performance-
based fees or allocations are calculated and payable annually and upon redemption or
withdrawal. An Investor’s monthly account statement shows an Investor’s holdings in the
relevant Fund net of all fees and expenses.
C. Other Fees and Expenses – Other fees and expenses payable by the Funds include: Fund
legal, compliance (including without limitation expenses associated with Fund-level
FATCA, AEOI, and CRS compliance and reporting on Forms PF, CPO-PQR and AIFMD Annex
IV and any similar forms or regulatory filings that may be required in the U.S. and non-
U.S. jurisdictions), audit, accounting and third party administrator fees and expenses,
organizational expenses, each Feeder Fund’s pro rata share of the Master Fund’s
investment expenses such as commissions, research, market data and pricing fees and
expenses (including expenses associated with licensing analytics and software, as well as
with research-related travel), Bloomberg and Refinitiv services, risk analytics and
software, interest on margin accounts and other indebtedness, borrowing charges on
securities sold short, custodial fees, Fund-related insurance costs, each Feeder Fund’s pro
rata share of the expenses of the Master Fund (including, without limitation, the
management fee and the incentive allocation), Directors’ fees and expenses, shareholder
proxy voting services and any other expenses reasonably related to the purchase, sale or
transmittal of Fund assets.
In addition, fees and expenses incurred solely in connection with share classes that are
denominated in a currency other than U.S. Dollars (“Share Class Currency Hedges”) will
be allocated (pro rata) solely among the relevant sub-classes of non-U.S. Dollar
denominated shares. All expenses incurred by a Fund with respect to any dividends,
including, without limitation, additional accounting expenses or other expenses incurred
in calculating dividend amounts, will be borne solely by holders of the distributing shares.
As noted above, the Master Fund incurs brokerage and other transaction costs. The
Offering Memoranda for each Fund discuss these brokerage and transaction costs,
including factors related to how brokers are selected, under the section entitled
“Brokerage and Custody”. Item 12 below also describes the factors that the Adviser may
consider in selecting broker-dealers for Client transactions.
The Funds will bear the cost of any trading losses, liabilities, damages, expenses or any
other costs resulting directly from a trade error (collectively, the “Error Costs”), except
for the following two limited exceptions: (i) Error Costs that directly result from the
Adviser’s gross negligence, willful misconduct, or violation of applicable laws (as shall be
determined in the sole discretion of the Adviser’s Portfolio Compliance Review
Committee (the “PCRC”), or (ii) Error Costs that may not be waived or limited by the
Adviser under applicable law.
Investors are subject to the foregoing fees and expenses regardless of whether any profit
is made on investments.
D. Prepayment of Fees – For the Funds, as noted in Item 5(B) above, the management fee is
paid monthly in advance. Once charged to an Investor’s account, there is no refund to
the Investor of any of the fees and expenses that have been charged.
E. Additional Compensation and Conflicts of Interest – No supervised person of the Adviser
receives any transaction-based compensation for the sale of securities or other
investment products.