FEES AND COMPENSATION
A. Advisory Fees and Compensation.
The Partnership pays a management fee to MWV for each fiscal quarter equal to
0.375% (1.5% annualized) of the month end asset value of each partner’s capital
account for such fiscal quarter with respect to partners that were admitted to the
Partnership on or after January 1, 2018; provided that such management fee is equal
to 0.25% of the month end asset value of each partner’s capital account for such fiscal
quarter (1.0% annualized) with respect to any partner that was admitted to the
Partnership before January 1, 2018.
Generally, at the end of each fiscal year of the Partnership, 20% of the net capital
appreciation allocated to the capital account of each limited partner for such year,
(taking into account the management fee and any expenses at the level of the
Partnership not reflected in the value of the shares of the Master Fund), will be
reallocated to the capital account of the General Partner (the “Partnership Incentive
Allocation”); provided however, that, the net capital appreciation upon which the
calculation of the Incentive Allocation is based will be reduced to the extent of any
unrecovered balance remaining in the loss recovery account maintained on the books
and records of the Partnership for such limited partner.
The Offshore Fund pays to MWV a quarterly management fee, as of the end of each
fiscal quarter equal to 0.375% (1.5% annualized) of the average net asset value of
each series of shares during such quarter.
Generally, at the end of each fiscal year of the Offshore Fund, 20% of the net realized
and unrealized appreciation of the net asset value per share allocated to the shares
held by the Offshore Fund in the Intermediate Fund (taking into account the
Management Fee and any expenses at the level of the Offshore Fund not reflected in
the NAV of such shares in the Intermediate Fund), will be reallocated to the shares
held by the Phaeton General Partner (the “Phaeton Incentive Allocation”); provided
however, that, the Phaeton Incentive Allocation is only made with respect to the net
realized and unrealized appreciation in the net asset value per share of a series of
shares in excess of its prior high net asset value per share.
B. Payment of Fees.
MWV bills clients for fees incurred on a quarterly basis.
C. Additional Fees and Expenses.
To the extent permitted under each client’s constituent documents, certain clients will
bear the following expenses, including, but not limited to its own operating and other
expenses and its pro rata share of the Master Fund’s expenses, including but not
limited to expenses related to the Master Fund’s and the Intermediate Fund’s
operations, and expenses related to the investment of the Master Fund’s assets;
investment expenses (e.g., expenses that MWV reasonably determines to be related to
the investment of the client’s assets, such as brokerage commissions, expenses
relating to short sales, clearing and settlement charges, custodial fees, bank service
fees and interest expenses,; investment-related travel expenses; legal expenses;
professional fees (including, without limitation, expenses of consultants and experts)
relating to investments; accounting expenses (including the cost of accounting
software packages); administrative expenses; auditing and tax preparation expenses;
premiums for liability insurance covering directors; costs of printing and mailing
reports and notices; taxes; corporate licensing; regulatory expenses (including filing
fees for regulatory filings relating to the clients, including, without limitation, Form
D); organizational expenses; insurance costs incurred in connection with the clients’
business (e.g., acquiring and maintaining D&O and/or E&O insurance); fees and
expenses of the auditor, administrator and officers and directors of the clients
(including any anti-money laundering or similar officers); and expenses related to the
maintenance of the client’s registered office, corporate licensing, extraordinary
expenses and other similar expenses; expenses incurred in connection with the
offering and sale of an interest in the respective client and other similar expenses
related to operation of the respective clients; and extraordinary expenses.
D. Prepayment of Fees.
Fees for services are billed at the end of the quarter. Charges will be prorated if
services are not rendered for a complete quarter. There is no prepayment of fees.
E. Additional Compensation and Conflicts of Interest.
MWV does not accept any other compensation.