Item 5: Fees and Compensation
Funds
The information provided in this brochure regarding fees and expenses is not intended to be
complete or final and is qualified in its entirety by the brochure or the private placement
memoranda (“PPM”) and prospectus (“Prospectus”) for the Funds. Investors should read and
review the governing documents of the respective Fund to fully understand the types of fees and
expenses that are paid for by the Fund.
Registered Funds
Green Court acts as sub-investment manager or sub-adviser for the Registered Funds, these sub-
advisory fees for the Registered Funds are individually negotiated and vary depending on the
account. Detailed descriptions of the fees and expenses associated with the Registered Funds
can be found in the respective Prospectuses of the Registered Funds.
Private Funds
Certain Private Funds and class shares/series, as to each investor, will pay Green Court a
monthly management fee (as applicable) calculated at an annual rate of between 0.55% and
1.50% (fee terms differ for each Fund and class share/series) based on the net assets
attributable as to each investor as of the last day of each calendar month. The management fee
will be adjusted for contributions and withdrawals made during the month.
Certain Private Funds and class shares/series, as to each investor, will pay a performance-based
fee/allocation (as applicable) calculated at an annual rate of between 20% and 30% of the net
profits allocated to each investor’s capital account and may be subject to a high water mark. The
performance-based fee/allocation will include unrealized gains and losses, if any. When
calculating the performance-based fee/allocation, net profits will be reduced by the
management fee, losses and expenses (as applicable) incurred by the Private Funds, as more
particularly described in the PPM of each Private Fund.
Green Court reserves the right to vary the fees as to particular investors by separate agreement
and to reduce or waive any fees at any time. Green Court intends to waive or reduce the fee for
its own capital and that of its constituent partners, affiliates, and employees, and family
members of the foregoing.
Expenses
In addition to the fees noted above, the investor will also indirectly bear the fees and expenses
charged to the Private Funds. The Private Funds will bear certain costs in connection with their
organization, as more particularly described in the PPM of each Private Fund.
Green Court will bear all of its administrative and operational expenses incurred in providing
investment management services to the Private Funds, other than as expressly stated in Private
the Funds’ PPMs.
The Private Funds will bear all of their operating expenses as well as their pro rata share of the
operating expenses of their respective master funds, including, without limitation, investment
expenses (i.e., expenses which, in the Directors’ determination, are related to the investment of a
fund’s assets), brokerage expenses, bank charges, registration and collection fees, insurance and
security costs, legal expenses, accounting, audit and tax preparation expenses, fees and expenses
of the tax matters partner or partnership representative of the fund, other professional fees, any
taxes or similar amounts (including the reimbursement to Green Court for any PRC taxes
imposed in respect of the funds’ assets), filing fees, stamp duties, commissions, government and
fiscal charges, fees and expenses of the Administrator, fees and expenses of Green Court
including, without limitation, all fund related travel costs and expenses, custody fees, expenses
for ERISA bonds, if applicable, ongoing offering expenses and professional indemnity and
directors’ and officers’ liability insurance, expenses relating to the issue, offer, redemption and
sale of the Shares and any extraordinary expenses.
The Private Funds will bear the costs of preparing, printing and distributing valuations,
statements, PPMs and any amendments, financial statements and reports, together with any
other costs associated with providing information about the Private Funds and its investments
to investors and prospective investors.
Expenses relating to currency hedging generally are allocated to the affected Shares, except
where Green Court determines that such allocation would not be feasible under the
circumstances.
Expenses specifically allocable to an individual Class or Series will be paid by that Class or Series,
not by the respective Feeder Fund or its Master Fund as a whole.
The Private Funds may pay their costs directly, or Green Court may advance costs and be
reimbursed by the Private Funds. Green Court may bear any of those costs out of its own assets
or revenues, but its decision to do so as to some costs or for some periods will not obligate it to
do so as to any other costs or to continue doing so for any other periods.
Expense Cap
Certain Private Funds will be subject to an expense cap (as described in the Private Fund’s PPM),
or an expense may be voluntarily applied at the discretion of Green Court, wherein Green Court
will reimburse investors of a particular Class and Series for any reimbursable expenses (as
defined in the Fund’s PPM) to the extent that such reimbursable expenses exceed a stated
amount of the net asset value of such Class or Series of Shares during the fiscal year (the
“Expense Cap”). In the discretion of Green Court, the reimbursement may be made in cash
and/or by an offsetting reduction of the management fee otherwise allocable to the investor.
Investors should refer to the respective Private Fund’s PPM and other governing documents for
a detailed discussion on the fees and expenses paid by the Private Fund.
Separate Accounts
While Separate Accounts will be charged management and, for certain accounts, performance-
based fees, the fee terms will be negotiated on an individual basis and will be outlined in the
investment management agreements.
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