FEES AND COMPENSATION
A. Advisory Fees and Compensation.
The fees applicable to each Fund are set forth in detail in each Fund’s offering
documents. A brief summary of such fees is provided below.
Asset-Based Compensation
A Fund will typically pay the Investment Adviser or one of its affiliates an annual
management fee (a “Management Fee”) calculated and payable at the beginning of each month that is
equal to an annualized percentage of (i) the sum of the capital account balances of all limited partners or
(ii) the net asset value of each series of shares, as applicable. The assets and securities of the Funds are
valued by their respective administrator in accordance with the terms of their respective offering
documents. The Investment Adviser’s valuation policy can be provided to investors upon request. As this
Brochure is offered only to qualified purchasers, investors and potential investors should refer to the
confidential offering memorandum of each Fund for specific fee schedules.
The Management Fees are generally non-negotiable, however the Funds are permitted to
charge investors in the Funds a Management Fee that is lower than the rates listed in the confidential
offering memorandum of each Fund. The Management Fee has been waived or modified for certain
investors.
The Management Fee for an investor who is admitted to a Fund on a day that is not the
first day of the month will be adjusted pro rata for that month for that number of days in the month the
investor is actually invested in the Fund. In the event that (i) the capital account balance of a limited
partner of a Fund or (ii) the net asset value of a series of shares of a Fund, as applicable, is reduced in
connection with a withdrawal or redemption by an investor from such Fund other than as of the last day
of a month, the Investment Adviser will pay such Fund an amount equal to the pro rata portion of the
Management Fee, based on the actual number of days remaining in such month, and such Fund will
distribute such amount to the investor.
Performance-Based Compensation
The Investment Adviser or one of its affiliates will generally be entitled to receive an
incentive allocation or incentive fee (the “Performance-Based Compensation”) at the end of each fiscal
year of the realized and unrealized net profits (if any) allocated to a capital account of each investor or a
series of shares, as the case may be, in the applicable Fund for the fiscal year. 3
At the end of each fiscal year of a Long Strategy Fund, the Investment Adviser or one of
its affiliates will generally be entitled to receive Performance-Based Compensation based on the amount
by which the realized and unrealized net returns (if any) of the applicable tranche exceeds the “benchmark
amount” for the fiscal year. The benchmark amount is the amount that an investor’s shares/interests
would have earned or lost during such period had such shares/interests achieved a return equal to certain
indices, during such fiscal year.
For the UCITS Sub-Fund, management fees are shared between Deutsche Asset & Wealth Management and Ivory,
and 100% of performance fees are paid to Ivory.
Generally, any net loss for a fiscal year allocated to a capital account of an investor or
series of shares, as the case may be, is carried forward so that no Performance-Based Compensation is
due from such a capital account or series of shares, as the case may be, in future fiscal years unless these
losses have been recouped. In the event that an investor withdraws from a capital account or shares are
redeemed from a Fund other than on the last business day of a fiscal year, any Performance-Based
Compensation attributable to that capital account or shares, respectively, will be determined and paid or
allocated, as applicable, as of the withdrawal date. The Performance-Based Compensation received by the
Investment Adviser or its affiliates, to the extent subject to the requirements of Section 205 of Advisers
Act, is paid in compliance with Rule 205-3 under the Advisers Act.
The Performance-Based Compensation is generally non-negotiable. However the Funds
are permitted to charge investors lower Performance-Based Compensation than is listed in the
confidential offering memorandum for each fund.
The Investment Adviser or one of its respective affiliates will generally waive the portion
of the Management Fee and Performance-Based Compensation otherwise payable by the Funds which are
attributable to any general partner associated with such Fund and to any investors that are members,
officers, principals, directors or employees of such general partner, the Investment Adviser, or their
respective affiliates.
Redemption Amount
Investors in certain classes of shares in Ivory Offshore Flagship Fund, Ltd. will be subject
to a redemption amount based on the amount redeemed if they redeem during the lock-up period.
Investors in certain classes of shares in Ivory Offshore Optimal Fund, Ltd. will be subject
to a redemption amount based on the amount redeemed if they redeem during the lock-up period.
It is critical that investors refer to the offering documents and/or other governing
documents of each Fund for specific fee schedules and for a complete understanding of how the
Investment Adviser is compensated for its investment advisory services.
B. Payment of Fees.
Fees and compensation paid to the Investment Adviser or its affiliates by the Funds are
generally deducted from the assets of such Funds. The Management Fee is generally deducted on a
monthly basis and Performance-Based Compensation is generally deducted or allocated, as applicable, on
an annual basis.
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