Item 5. Fees and Compensation
Asset‐Based Compensation
The Adviser charges a management fee typically of 1.25% or 1.50% per annum, depending on the tranche selected
by an investor, of a Fund’s net assets, payable quarterly in advance. If investors redeem from a Fund during a
quarter, the Adviser refunds a pro rata portion of the pre‐paid fee to the Fund’s account.
Performance‐Based Compensation
With respect to the Funds, the Adviser may also be entitled to performance‐based compensation, equal to 15% or
20% of a Fund’s net profits each year, subject to a loss carry forward or high water mark provision. Performance
allocations, if any, are made at the end of the financial year to which they pertain, or upon an investor’s
withdrawal or redemption from a Fund. In measuring investor assets for the calculation of performance
allocations, the Adviser includes realized and unrealized capital gains and losses, after deduction of all expenses
including its management fee. A third party administrator calculates the asset‐based and performance‐based
compensation, which amounts are deducted from the applicable Fund’s assets. Although the Adviser has entered
into agreements with the Funds providing for such management fees and performance allocations, the foregoing
fees and allocations are negotiable and may be reduced or waived in certain circumstances, including with respect
to investors that are employees of the Adviser.
With respect to the SPV, the Adviser is entitled to performance‐based compensation equal to 10% of profits.
In addition, the Adviser may negotiate alternative fees or allocations on a client‐by‐client basis with other funds or
separate account clients it may manage in the future.
Other Expenses
Generally, each Fund bears its respective share of the following expenses: fees paid to the Adviser as described
above, legal, accounting, bookkeeping, tax compliance, auditing, consulting and other professional expenses,
including those of valuation firms; administration fees and other expenses charged by or relating to the services of
third‐party providers of administration services; third‐party and out‐of‐pocket research and market data expenses;
interest and fees on margin loans, committed loan facilities, total return swaps and other indebtedness; bank
service, custodial and similar fees; fees and expenses (including travel expenses) related to the analysis, purchase
or sale of investments, whether or not the investments are consummated; expenses related to the purchase,
monitoring, sale, settlement, custody or transfer of Fund assets including brokerage and other transaction costs;
entity‐level taxes; investor reporting expenses; start‐up costs, including the initial offering and organizational
expenses, such as the cost of preparing organizational documents, the cost of negotiating initial agreements with
service providers, the cost of negotiations with potential investors, and other legal, accounting and administrative
expenses related thereto; fees and expenses relating to the offer and sale of shares; and other ordinary and
extraordinary expenses associated with the operation of the Fund and their investment activities. Please also refer
to the discussion of the Adviser’s brokerage practices in Item 12 below.
Investors in the SPV bear certain expenses and expenses of the SPV.
Neither the Adviser nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the
sale of securities or other investment products.