FEES AND COMPENSATION
A. Advisory Fees and Compensation.
The fees applicable to the Funds are set forth in detail in each Feeder Fund's offering
documents. A brief summary of such fees is provided below.
1. Management Fee
Generally, each of the Domestic Fund and Offshore Fund pays the Investment Manager a
fee for investment management services (the "Management Fee") for each month equal to 0.125%
(1.50% annualized) of the beginning net asset value of each capital account or series of shares
(after giving effect to any adjustments, as described in each Feeder Fund’s offering documents) of
an investor for such month.
Generally, the Offshore Fund II pays the Investment Manager a Management Fee for each
month equal to 0.083% (1.00% annualized) of the beginning net asset value of each series of shares
(after giving effect to any adjustments, as described in the Offshore Fund II’s offering documents)
of an investor for such month.
The Management Fee is calculated and paid in advance. The Management Fee will be
prorated for any subscriptions or withdrawals / redemptions by an investor that are effective other
than as of the first day of a month.
In the sole discretion of the Investment Manager, the Management Fee may be waived,
reduced or calculated differently with respect to certain investors. The Fund General Partner and
investors who are employees of the Investment Manager (including investors in the Domestic
Affiliate Fund), as well as certain of their related persons, will not be charged the Management
Fee.
2. Incentive Allocation / Incentive Fee
Generally, at the end of each fiscal year, the Fund General Partner is entitled to an incentive
allocation (“Incentive Allocation”) from each of the Domestic Fund and the Offshore Fund in an
amount equal to 20% of the net capital appreciation (which includes both realized gains and losses
and unrealized appreciation and depreciation of securities held in each Feeder Fund's portfolio)
allocated to an investor's capital account or series of shares, after deducting the Management Fee
debited to such investor's capital account or series of shares for such fiscal year, subject to a loss
carryforward mechanism.
Generally, at the end of each fiscal year, the Investment Manager is entitled to an incentive
fee (“Incentive Fee”) from the Offshore Fund II, with respect to each series of shares, in an amount
equal to: (i) 34% multiplied by the amount by which the Offshore Fund II’s returns exceed a
performance benchmark (as described in further detail in the Offshore Fund II’s confidential
memorandum), minus (ii) the sum of (A) the Management Fee paid during such fiscal year, and
(B) any Management Fee carryforward amounts remaining from prior performance periods (e.g.,
Management Fees that exceeded Incentive Fees arising during such prior performance periods).
In the event that a Feeder Fund is terminated or an investor withdraws / redeems other than
at the end of a fiscal year, then for purposes of determining the Incentive Allocation or Incentive
Fee allocable or payable at such time to the Fund General Partner or the Investment Manager, as
applicable, all Fund performance-related calculations will be determined as if such dates were the
end of the fiscal year, subject to certain adjustments.
The Incentive Allocation or Incentive Fee may be waived, reduced or calculated differently
with respect to certain investors, in the sole discretion of the Fund General Partner or the
Investment Manager, respectively. The Fund General Partner and investors who are employees of
the Investment Manager (including investors in the Domestic Affiliate Fund), as well as certain of
their related persons, will not be subject to the Incentive Allocation or Incentive Fee.
B. Payment of Fees.
Fees and compensation paid to the Investment Manager or its affiliates by the Funds are
generally deducted from the assets of such clients. As discussed above, Management Fees are
generally deducted on a monthly basis, and Incentive Allocation is generally deducted (and the
Incentive Fee is generally paid) on an annual basis or upon a withdrawal / redemption from a
Feeder Fund.
C. Additional Fees and Expenses.
Each Feeder Fund bears its own operating and other expenses and its pro rata share of the
expenses of the Intermediate Fund (as applicable) and the Master Fund, including, but not limited
to: (i) investment-related expenses (e.g., brokerage commissions and transaction costs, clearing
and settlement charges, legal and other expenses incurred in establishing or maintaining brokerage
and other counterparty arrangements, custodial fees, interest expense, research and market data
expenses (including "big data" and "alternative data"), research- and data-related expenses
(including legal fees and other expenses related to obtaining, and conducting due diligence on,
potential and ongoing providers of any research and market data), news and quotation equipment
and services (including fees for data and software providers), and expenses of research
management, portfolio risk analysis and data aggregator software and services), (ii) third-party
trading-related software, including trade order, execution and confirmation management software,
(iii) legal and compliance expenses, including expenses incurred in responding to formal and
informal inquiries, indemnification expenses, investment- and trade compliance- related expenses,
and expenses associated with regulatory reporting obligations (such as U.S. and non-U.S. long and
short reporting, Section 13 and 16 filings, and Form D and “blue sky” filings) relating to the Funds,
the Master Fund, and/or the Investment Manager’s exercise of investment discretion over their
respective portfolios (including software or consulting expenses incurred to facilitate compliance
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