Item 5 - Fees and Compensation
The fees and expenses applicable to each Fund are set forth in detail in each Fund’s respective
governing documents. A brief summary of those fees and expenses is provided below.
The Adviser (or an affiliate such as the general partner) generally receives a management fee
(the “Management Fee”) from the Funds, as well as performance-based compensation.
The Management Fee is calculated based on the net assets of the Funds as of the first day of each
calendar quarter. The Management Fee is generally paid in advance at the beginning of each
quarter, and a pro-rata portion of any Management Fee paid in advance will be repaid if any
Investor is permitted to redeem prior to the end of a quarter. The Funds are subject to a
Management Fee generally ranging from 1.5% to 1.85% per annum depending on the class.
The general partner of relevant Funds, Mass Ave Global GP, LLC, generally receives
performance-based compensation in the form of incentive allocation or carried interest
(depending on the Fund) of 20% of the annual net profits of the Fund or net proceeds attributable
to a Fund investment, respectively. The exact method of calculation and other terms of any
performance-based compensation are more fully detailed in each Fund’s governing documents.
Management fees and performance fees vary depending on the Fund and the class within each
Fund, as applicable. Such fees have been and may in the future be waived, reduced, or calculated
differently with respect to certain Investors, including, without limitation, Investors who
subscribed early to the Funds, Investors that are officers, directors, members, partners, or
employees of MassAve, members of the immediate families of such persons and trusts or other
entities for their benefit, in each case in MassAve’s sole discretion. It is in our interest not to
waive or reduce fees as to do so reduces our overall compensation. We mitigate this conflict of
interest through this disclosure to you.
In addition to MassAve’s and/or the General Partner’s fees and allocations, Investors bear
indirectly the fees and expenses charged to the Funds. Those fees vary, but typically include the
following non-exhaustive list:
investment-related expenses (e.g., brokerage commissions, investment pricing data feed
costs and expenses, clearing and settlement charges, custodial fees, interest expenses,
finders fees, borrowing charges on securities sold short, expenses relating to consultants,
attorneys, brokers or other professionals or advisors who provide research, advice or due
diligence services with regard to investments and investment banking expenses related to
the purchase and sale of illiquid securities) (please refer to Item 12 Brokerage Practices
of this Brochure for a discussion of the Adviser’s brokerage practices);
fees and expenses of members of any advisory committee of a Fund;
external legal expenses;
all fees, expenses, and costs of the Fund’s third-party service providers for operational,
middle- and back-office, accounting, consulting, treasury, cash management, regulatory,
compliance, auditing and tax services;
accounting, auditing and tax planning and return preparation expenses;
costs and expenses of any “partnership representative” of a Fund;
fees and expenses of any Fund administrator;
expenses relating to the offer and sale of interests in a Fund;
fees and expenses associated with regulatory and compliance filings with respect to the
Funds, including fees and expenses with respect to preparing and filing Form PF;
research and investment-related travel expenses (including for investments that are not
consummated);
expenses related to liability insurance for the general partner, the Funds, and the Adviser,
their affiliates and their respective members, directors, officers, employees and agents;
organizational expenses; and
extraordinary expenses.
Any Fund expenses attributable solely to investments in “new issues” are allocated solely to
those Investors who participate in the relevant investments with respect to their relative interest
in such investments.
The Adviser has adopted procedures to govern the allocation of expenses that are shared by more
than one Fund. Expenses that are incurred jointly for multiple Funds are generally allocated
among those Funds pro rata or in such other manner that the Adviser considers fair and
reasonable. The Adviser will bear the portion of an expense attributable to Funds for whom it is
not permitted to charge such expense, as applicable. Certain types of expenses that the Adviser is
permitted to allocate to a Fund pursuant to its governing documents may be borne by the Adviser
in its sole discretion while other Funds will bear similar types of expenses.
Please refer to the governing documents for a full description of Fund fees and expenses.
For MassAve’s sub-advisory services, MassAve charges the Client an annual fixed management fee
of 1.5%, based on the previous month’s average daily gross market value. In addition, the Client
shall pay to the Sub-Adviser an annual incentive fee equal to 20% of new Net Trading Profit,
earned by the Client in the Account as of the end of each calendar year (the “Incentive Fee”) if the
Net Trading Profit is a positive amount. Fees are subject to negotiation and are established
pursuant to each sub-advisory agreement. Investment management agreements are terminable
upon receipt by either party from the other of prior written notice of termination and after the
expiration of a certain notice period and clients will be entitled to any unearned prepaid portion of
the management fee to the extent applicable.