ITEM 5: FEES AND COMPENSATION
A fee schedule is omitted because this brochure is being delivered only to qualified
purchasers, as defined in section 2(a)(51)(A) of the 1940 Act.
The Firm does not maintain a basic fee schedule. The following is a general
overview of the types of fees the Firm charges its clients:
A. Advisory Fees and Compensation
Fees for each client are determined on a case-by-case basis. Fees for institutional
managed accounts are negotiated directly with each managed account and may consist of a fee
based on assets under management, investment performance or a combination of both. In addition,
the Firm provides sub-advisory services to certain affiliated Funds which are subject to a fee
structure that involves a passthrough of certain expenses associated with the hiring or retaining of
investment talent; namely, (i) investment team performance-based compensation and (ii) talent
acquisition costs. Performance-based fees, if applicable, will be charged in compliance with Rule
205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Funds
Fees charged to the Funds are fully described in the respective Funds' governing
documents. Generally, with respect to the Funds, the Firm or its affiliates (i) charge a monthly or
quarterly management fee in arrears at annualized rates generally ranging from 0.5% to 1.75%,
and (ii) charge performance fees generally up to 20% of net profits and in some cases subject to a
“benchmark return” or “hurdle rate” payable annually in arrears or at the time of a
redemption/withdrawal. Actual fees may be more or less than the range stated. For certain Funds
where multiple portfolio managers manage the assets of the Fund, performance fees are calculated
and payable with reference to discrete portions of the portfolio and as such performance fees may
be payable even if the net asset value of the Fund or portfolio as a whole has not increased (see
Item 6 for further details).
Certain affiliated UCITS funds pay an administration fee to the non-US based
manager of the UCITS funds which is an affiliate of the Firm (the “Manager”) of 0.30% per annum
of the average net asset value payable monthly in arrears. The administration fee is used to pay
the services of the administrator and administrative support services of the Manager as further
described in the UCITS funds’ prospectus.
Certain non-U.S. share classes of certain Funds are subject to an up-front sales
charge of up to 5% of the initial amount invested payable to an affiliate of the Firm, as further
described in the Funds’ governing documents. The sales charge may be paid entirely or partially
to intermediaries or other persons. Certain non-US share classes in the Funds may be subject to
distribution fees which generally range from .75% to1.25% per annum of the net asset value paid
monthly, which would be used for distribution and sales costs of the shares, including payments
to affiliated and/or unaffiliated distributors. Schedules of fees and performance-based fees are set
forth in the governing documents for each of the Funds, which should be consulted by any
prospective investor to determine the applicable level of fees or allocations, when fees are paid,
and any conditions on redemptions from the Funds.
As permitted, the Firm or its affiliates may from time to time in its sole discretion
and out of its own resources decide to rebate part or all of the management and/or performance
fees, and/or distribution fees to some or all investors or to intermediaries. Where permitted, the
Firm or its affiliates typically pay a portion of its fees to distributors or intermediaries of the Funds.
The Firm’s compensation is negotiable and the Firm may, in its sole discretion, elect
to waive or modify any compensation with respect to any investor, without entitling any other
investor to a waiver or modification. The Firm’s fees and compensation will be shared from time
to time with its affiliates.
The Firm or its affiliates invests client or Fund assets in investments that charge
additional fees or are subject to additional allocations (including other Funds advised by its
affiliates ("Affiliated Funds")). Certain clients or investors therefore indirectly bear (i) advisory
fees or an allocation (including management, performance, administration, or other fees or a
performance allocation) to the Firm or its affiliates and (ii) fees charged by the underlying
investment. Investments that charge additional fees include, but are not limited to, money market
funds, short-term investment vehicles, exchange traded funds, pooled investment vehicles, special
purpose investment vehicles and alternative investment vehicles. If a Fund invests in any
Affiliated Fund, the performance compensation and management fee otherwise payable to the Firm
or its affiliate at the Affiliated Fund level will generally be waived by such Affiliated Fund. The
administration fee (if any) will generally not be waived.
Generally, the investment management agreements with clients may be terminated
by either party in accordance with the terms and notice period described in each investment
management agreement. the Firm’s investment management agreements are generally terminable
with prior written notice, without penalty, or upon a breach, and/or also may be automatically
renewed.
CLOs
Fees for the management of a warehouse facility will be negotiated on a case-by-
case basis. Fees for any services provided to CLOs will also be negotiated on a case-by-case basis
and are expected to be in the form of a management fee and incentive fee. Subject to the terms of
the agreements and governing documents, the Firm is generally paid by each CLO, on a quarterly
...