Item 5: Fees and Compensation
The fees and expenses applicable to each Fund are set forth in detail in each Fund’s offering
documents. The fees and expenses applicable to each Managed Account are set forth in detail in each
Managed Account’s investment management agreement. The terms of the agreements are generally
established at the time of the formation of the applicable Fund or Managed Account relationship.
Investors should review all fees charged by Melvin Capital and other service providers to fully
understand the total amount of fees to be borne by a Fund and, indirectly, by its Investor. Managed
Accounts should review all fees charged by Melvin Capital as set forth in their investment
management agreement to understand the amount of fees borne by the Client. A summary of such fees
is provided below.
Hedge Fund Clients pay the Investment Adviser a management fee calculated and payable quarterly
in advance, at an annual rate of two percent (2%) of the applicable Client’s net asset value. Long Only
Clients pay the Investment Adviser a management fee calculated and payable quarterly in advance, at
an annual rate of one percent (1%) of the applicable Client’s net asset value. In each case, the
management fee is prorated for any subscription, redemption or withdrawal by an Investor that is
effective other than as of the first day of a quarter. The Investment Adviser, in its sole discretion,
waives, reduces or calculates the management fee differently with respect to certain Investors or
Managed Accounts.
With respect to each Hedge Fund Client, the Investment Adviser or an affiliate of the Investment
Adviser is paid and/or allocated performance-based compensation (the “Incentive Compensation
Percentage”) in an amount of twenty percent (20%) to thirty percent (30%) on a linear sliding scale,
which, for purposes of determining the applicable Incentive Compensation Percentage, is based on the
gross return above the high water mark applicable to the Investor or Managed Account (calculated
after the deduction of expenses, but before the deduction of management fees and any incentive
compensation).
The Incentive Compensation Percentage shall be determined as follows:
If the cumulative year-to-date gross return at the end of each accounting period (rounded to the nearest
hundredth of a percent) applicable to the Investor or Managed Account is greater than zero percent
(0%) but less than or equal to twelve percent (12%), the Incentive Compensation Percentage for such
fiscal year with respect to such Investor shall equal twenty percent (20%).
If the cumulative year-to-date gross return at the end of each accounting period (rounded to the nearest
hundredth of a percent) applicable to the Investor or Managed Account is greater than twelve percent
(12%) but less than or equal to twenty-two percent (22%), the Incentive Compensation Percentage for
such fiscal year shall equal the sum of twenty percent (20%) plus X, where X is equal to the excess of
such return (rounded to the nearest hundredth of a percent) over twelve percent (12%).
If the cumulative year-to-date gross return at the end of each accounting period (rounded to the nearest
hundredth of a percent) applicable to the Investor or Managed Account is greater than or equal to
twenty-two percent (22%), the Incentive Compensation Percentage for such fiscal year shall equal
thirty percent (30%).
Form ADV Part 2A | Melvin Capital Management LP March 2022
The incentive compensation with respect to the Hedge Fund Clients shall be calculated by multiplying
the applicable Incentive Compensation Percentage by the entire cumulative year-to-date gross return
(above the high water mark) after the deduction of management fees and fund expenses. The offering
documents for the Hedge Fund Clients provide a detailed description of such performance-based
compensation.
With respect to the Long Only Clients, the Long Only General Partner is allocated performance-based
compensation in an amount of fifteen percent (15%) to twenty-five percent (25%), on a linear sliding
scale, based on the amount by which the return of the relevant capital account or shares (as the case
may be) (calculated after the deduction of expenses, but before the deduction of management fees and
the incentive allocation) exceeds the return of the S&P 500 Total Return Index over the relevant
period. The offering documents for the Long Only Clients provide a detailed description of such
incentive allocation.
Melvin Capital and its affiliates reserve the right to waive or reduce the management fee or incentive
compensation for certain Investors, including, without limitation, Investors that are members,
directors, shareholders, partners, affiliates or employees of the General Partner or the Investment
Adviser, members of the immediate families of such persons and trusts or other entities for their
benefit. The General Partner is not subject to any management fee.
Melvin Capital and its employees do not accept compensation for the sale of securities or other
investment products. Melvin Capital’s management fee and incentive compensation are separate from
brokerage commissions, transaction fees, and other related costs and expenses which are incurred by
the Funds and/or Managed Accounts. Item 12, Brokerage Practices, below further describes the
factors that Melvin Capital considers in selecting or recommending broker-dealers for Client
transactions and determining the reasonableness of their compensation (e.g., commissions).
In addition to paying management fee and performance-based compensation, each Client bears all
expenses incidental to its organization and ongoing operation. If the expense relates to more than one
Fund, the Investment Adviser generally allocates these expenses on a pro rata basis based on the net
asset value of the Fund accounts, unless another methodology is determined by the Investment Adviser
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