Item 5: Fees and Compensation
How We Are Compensated for Our Advisory Services
Private Fund Investment Management
As an investment adviser to the Funds, OEW Investment Advisor will receive a management fee generally
equal to an annual rate of 1% of the net asset value of the Master Fund capital account of each limited partner
as of the end of such month. Management fees will be calculated and payable monthly in arrears and prorated
for capital contributions accepted after the commencement of a calendar month. Management fees will be
calculated before the accrual of current management fees, any performance allocation, and after reduction for
all other fees and expenses for the month. OEW Investment Advisors, in its sole discretion, may reduce or
eliminate the management fee with respect to any limited partner.
Prospective Investors should refer to the Fund’s Offering Documents for additional information on these fees.
Separately Managed Accounts
As an investment adviser to Clients with an SMA, OEW Investment Advisors will receive an annual
management fee of no more than 1% of the amount of assets under the Firm’s management. Management
fees will be calculated and payable monthly in arrears based on the average daily balance of the Account.
Management fees for the first month will be prorated for the number of days investment management services
will be provided for the month.
In addition to a management fee, in some cases, OEW Investment Advisors will enter into performance fee
arrangements with certain SMA Clients. The specific performance fee and manner in which the performance
fee is charged is described fully in the SMA Client’s investment management agreement.
OEW Investment Advisors’ fees may be negotiated at the Firm’s sole discretion. Clients will authorize OEW
Investment Advisors to instruct the account custodian to directly debit fees from the Account when signing
the investment management agreement, unless otherwise noted.
Prospective Clients should refer to the investment management agreement with OEW Investment Advisors
for additional information on these fees.
Other Types of Fees and Expenses
Private Funds
In addition to the management fee described above, the general partner of the Master Fund and Onshore
Fund, OEW Eagle Classic General Partner LLC (the “General Partner”), a Delaware limited liability
company, will receives an annual performance-based allocation if certain performance hurdles have been met,
as described in the applicable Fund’s Offering Documents. The General Partner is an affiliate of OEW
Investment Advisors and will be responsible for the management and operations of the Master Fund. The
General Partner, at its sole discretion, may elect to reduce, waive or calculate differently the performance
allocation with respect to any person, including where the General Partner has agreed to a particular method
of calculating the performance allocation with a limited partner in a side letter or similar agreement or
otherwise.
OEW Investment Advisors will be responsible for ordinary overhead and expenses attributable to rendering
investment management services, including the salaries of employees. Each of the Funds, respectively, will
pays all of its own expenses, including all investment expenses, any expenses incurred in valuing the assets of
such Fund, as applicable, accounting and legal expenses and organizational fees and expenses.
The Funds will pay or reimburse OEW Investment Advisors or the General Partner for all costs and expenses
relating to the Fund’s interest in the Master Fund, including:
• All costs, fees and expenses related to the Master Fund’s investment program, as well as expenses
related to any special purpose vehicle formed for making or holding investments, including (a) the
researching, making, holding, monitoring or disposing of investments (including prospective
investments whether or not consummated), including costs, fees and expenses related to research due
diligence, proxies and brokerage commissions, and borrowing charges on investments sold short, if
any; (b) research and market data, including alternative data incorporated into the cost of obtaining
such research and market data, including third-party vendors necessary to process such data and any
customized development and implementation costs and expert networks; (c) exchange, clearing and
settlement charges and other trading-related costs (including the costs of outsourced trading service
providers, including technology support, operational and back office services), fees and expenses
(including trade errors resulting in a loss that are not the result of disqualifying conduct of OEW
Investment Advisors), and appraisal fees and investment-related travel expenses (which are travel
expenses related to the purchase, sale or transmittal of, or due diligence regarding, investments,
including business class or the equivalent respect to international travel, transportation, lodging,
meals, admission costs for attending conferences related to such investments and other similar costs
and expenses); (d) investment banking fees and expenses, such as underwritings and private placement
expenses; (e) interest on, and commitment fees and expenses arising out of, debt balances or
borrowings (including stock borrowings) and banking and custody fees; (f) fees of consultants and
finders relating to investments; (g) any attorney, appraisers, accountants, consultants (including
consultants in specializations, such as executive talent and human resources, management,
operations, manufacturing, procurement, technology, sales, marketing, acquisition due diligence,
integration/rationalization or other types of operations), or other experts, as well as other expenses,
related to investments.
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