Item 5 – Fees and Compensation
A. Fee Schedule
The fees and compensation payable to the Firm are negotiable and vary among its
Clients. However, the range of compensation is generally as follows:
1. Management Fee
With respect to the Fund, the Firm typically receives a quarterly asset-based management fee
calculated at an annual rate as a percentage of each Investor’s capital account, payable
quarterly in advance. The management fee is generally between 1.25% annually (0.3125%
quarterly) and 2.0% annually (0.5% quarterly).
If a Fund investor makes a Capital Contribution at any time other than at the beginning of a
calendar quarter, a pro rata portion of the Management Fee will be paid to the Investment
Manager (based on the actual number of days remaining in such partial quarter). If a Fund
investor’s capital account is withdrawn at any time other than at the end of a calendar quarter,
a pro rata portion of the Management Fee will be refunded to the Fund investor for such partial
quarter (based on the actual number of days remaining in such partial quarter).
2. Performance-based Fees
From the Funds, the Firm generally receives a performance allocation equal to a percentage
of the net income allocated to each Investor (the “Performance Allocation”), subject to a
Modified High Water Mark provision more fully described in the Fund’s offering documents.
This incentive allocation is generally between 15% and 20% and is typically made at the end
of each calendar year.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
4. Fee Comparison
Client expenses, including the management fee and any performance-based fees may
constitute a higher percentage of average net assets than could be found in other investment
programs.
B. Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid in advance, are withdrawn at
the beginning of the quarter. Performance-based fees are determined as of the last business
day of the calendar year and as of any date on which an Investor makes a withdrawal or
receives a distribution from such Investor’s capital account(s), or the date on which a
Separate Account Client closes its account(s).
Part 2A of ADV:
Kuahiwi Management LLC Brochure
C. Third-Party Fees
Clients shall pay such costs and expenses as the Firm shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) Management Fees; (ii) all general investment
expenses associated with the financing, sourcing, acquiring, holding, hedging and disposing
of its investments or proposed investments (i.e., exchange commissions and expenses,
brokerage commissions, research expenses, data processing costs and expenses, bank service
fees, interest expenses, borrowing charges, custodial expenses, outsourced risk management
advisory and software, investment-related consultants and travel costs that are research-
related and other investment expenses); (iii) all administrative, legal, accounting, auditing,
record-keeping, tax form preparation, compliance, and consulting costs and expenses; (iv) all
fees, costs and expenses related to middle and back office operations which may include daily
reconciliation of cash, cost, positions, and valuations; (v) fees, costs, and expenses of third-
party service providers that provide such services; (vi) costs and expenses associated with
preparing investor communications, printing, and mailing costs; (vii) all fees, expenses and
entity-level taxes or charges attributable to any holding vehicle or investment vehicle used in
connection with the investments or operations of the Fund (viii) insurance costs and
expenses (e.g., for the assets of the Fund, D&O, E&O); (ix) marketing and syndication
expenses; (x) taxes and other governmental charges; (xi) governmental licensing, filing, and
exemption fees (including Blue Sky filing fees); (xii) all fees and expenses incurred, directly
or indirectly in connection with the registration or exemption of the General Partner or the
Investment Manager as an investment adviser with the Securities and Exchange Commission
or with the securities regulator of any state, whether such expenses are incurred by the Fund,
the General Partner or the Investment Manager (including, without limitation, registration
fees, legal fees and expenses associated with preparation of filings in connection with such
registration or exemption, or filings required thereafter as a result of such registration or
exemption, including, without limitation, Form PF); (xiii) indemnification obligations; (xiv)
all judgments, settlements, fines, and expenses (including reasonable attorneys’ fees)
incurred in connection with any actual, anticipated, or threatened litigation or governmental
inquiry, investigation, or proceeding, including any examination, audit, request for
information, subpoena, or any similar request or requirement from the U.S. Internal Revenue
Service (“IRS”), the U.S. Securities and Exchange Commission (“SEC”), or any other local, state,
federal, or foreign authority; (xv) Organizational Expenses (as defined herein); and (xvi) any
extraordinary expenses. The General Partner (or an entity designated by it) shall be
authorized to incur and pay in the name and on behalf of the Fund all expenses that it deems
necessary or desirable.
The Firm’s fees are exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the Clients. Such charges, fees and
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