Item 5: Fees and Compensation
General
Irth provides investment advisory services to each Client pursuant to each Client’s Governing
Documents which set forth in detail the fee structure relevant for such Client. A summary of
such fees is provided below. The applicable fee structure and expenses may vary among each
Fund or series, sub-series and tranches of interests within a Fund. Investors and prospective
investors are advised to review a relevant Fund’s Governing Documents for a more
comprehensive discussion of the applicable fees and expenses.
Management Fee
Irth will be entitled to receive a management fee from the Funds for its services (the
“Management Fee”) thereto, at an annual rate of up to 1.5% (unless otherwise specified for
certain series, sub-series and tranches of interests in the applicable Client’s Governing
Documents).
The Firm or its affiliates may reduce, waive or calculate differently the management fee for
Irth Capital Management LP Form ADV Part 2A
certain Investors, including but not limited to, members, employees and affiliates of Irth.
Incentive Allocation
Generally, at the end of each fiscal year, Irth will be entitled to earn an incentive allocation (the
“Incentive Allocation”) from the Funds determined separately with respect to each capital
account established for an Investor therein (a separate capital account will be established in
respect of such capital contribution by an Investor). The Incentive Allocation amounts charged
to Investors in the Funds will be up to 30% of profits depending on the specific series and
tranches of interests selected by the Investor.
In the sole discretion of Irth, the Incentive Allocation may be waived, reduced or calculated
differently with respect to the capital account(s) of any Investor. Interests issued to the Principal
or any other Irth-related Investors generally will not be subject to the Incentive Allocation.
Other Fees and Expenses
The Feeder Funds will bear their own expenses and their pro rata share of the Irth Master Funds’
expenses, including, without limitation, Operating Expenses (as hereinafter defined) and
Organizational Expenses (as hereinafter defined), and shall reimburse Irth, the General Partner
or any of their respective affiliates for any Operating Expenses and Organizational Expenses
incurred by such persons.
Organizational and Initial Offering Expenses
The Funds will pay or reimburse Irth, the General Partner, and/or affiliates of Irth for all
organizational and initial offering expenses of the Funds, including, but not limited to, legal
and accounting fees, printing and mailing expenses and government filing fees (including “blue
sky” filing fees). The Funds’ organizational and initial offering expenses may be, for
accounting purposes, capitalized and amortized by the Funds for up to 60 months from the date
the Funds commence operations. Amortization of such expenses is a divergence from U.S.
generally accepted accounting principles (“GAAP”). In certain circumstances, this divergence
may result in a qualification of the Funds’ annual audited financial statements. In such
instances, the Funds may elect to: (i) avoid the qualification by recognizing the unamortized
expenses, or (ii) make GAAP-conforming changes for financial reporting purposes, but
capitalize and amortize expenses for purposes of calculating the Funds’ Net Asset Value
(resulting in a divergence in fiscal year-end Net Asset Values reported in the Funds’ financial
statements, and as otherwise applicable under the provisions of the Offering Documents). If the
Funds capitalize and amortize such expenses and are then terminated within 60 months of their
commencement, any unamortized expenses will be recognized. If an Investor in a Fund makes
a withdrawal prior to the end of the period during which the particular Fund is capitalizing and
amortizing expenses, the Fund may, but is not required to, accelerate a proportionate share of
the unamortized expenses based upon the amount being withdrawn and reduce withdrawal
proceeds accordingly.
Operating Expenses
Each Fund will incur its own expenses. The expenses and results of operations of the Master
Funds will be allocated to their respective Feeder Funds and the other Investors in the Master
Fund, in proportion to the capital accounts of the Feeder Funds and such other Investors in the
Irth Capital Management LP Form ADV Part 2A
Master Fund, from time to time.
The Funds will pay or reimburse Irth, the General Partner, and/or affiliates of Irth for: (i) all
expenses incurred in connection with the ongoing offer and sale of interests, including, but not
limited to, printing of the Offering Documents and exhibits and documentation of performance
and the admission of Investors, (ii) all operating expenses of the Funds, such as tax preparation
fees, governmental fees and taxes, administration fees paid to the Fund Administrator providing
services to the Funds, costs of communications with Investors, and ongoing legal, accounting,
auditing, consulting and other professional fees and expenses, (iii) all research, trading and
investment-related costs and expenses (e.g., brokerage commissions, research fees, margin
interest, expenses related to short sales, custodial fees, bank service fees, and clearing and
settlement charges) of the Funds, (iv) technology-related costs and expenses, including, but not
limited to, software licenses, data feeds and colocation expenses, (v) all expenses related to
attending any conference or seminar related to alternative investments (e.g., registration,
transportation, accommodation or meal expenses), (vi) regulatory and other filing fees and
expenses, and compliance costs and expenses of the Funds, including, but not limited to, all
fees and expenses incurred by Irth and/or its affiliates directly in connection with examinations
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