Fees and Compensation
A. Advisory Services and Fees
1. The Funds
The Firm, either directly or indirectly through the General Partner, receives management fees and
incentive compensation in connection with the management of the Funds.
The fees and/or compensation applicable to the Funds are set forth in detail in the applicable
Offering Documents. A brief summary of fees and compensation applicable to the Funds is
provided below.
Management Fee
The Firm is paid a management fee (the “Management Fee”) on a quarterly basis that ranges
between 1.25% and 2% per annum based upon the net asset value of Fund Investors’ capital
account balances as of the beginning of the quarter, subject to certain reductions as more fully set
forth in the Offering Documents.
The Firm, in its sole discretion of the Firm, has, and may in the future, waive, reduce or calculate
differently the Management Fee with respect to certain Investors, including the Chief Investment
Officer and any other member, director, partner, affiliate or employee of the General Partner or
the Firm (collectively, “Firm Related Investors”). Typically, no Management Fee will be paid by
any Firm Related Investor.
Incentive Allocation
At the end of each fiscal year, the General Partner will be entitled to receive an incentive allocation
based on the investment performance of the Funds (the “Incentive Allocation”) generally in an
amount between 15% and 20% of the net realized and unrealized gains for the year (excluding any
unrealized gains on Special Investments) subject to a traditional “high watermark” as more fully
set forth in the Offering Documents. The Incentive Allocation for Special Investments is calculated
upon the realization of such investments.
The Firm and/or the General Partner, in its sole discretion, have, and may in the future, reduce,
waive or calculate differently the Incentive Allocation with respect to certain Investors, where
applicable, including any Firm Related Investor.
2. The Separate Account
The Separate Account pays a management fee and performance-based incentive compensation in
an amount substantially similar to those paid by Fund Investors.
B. Payment of Fees
With respect to the Funds, Management Fees are paid quarterly in advance. The Incentive
Allocation is paid annually in arrears or upon withdrawals by Fund Investors. The Management
Fee and Incentive Allocation are generally deducted from each Investor’s capital balance account
by the Funds’ administrator. With respect to the Separate Account, the management fee is paid
monthly in arrears and the incentive fee is paid annually in arrears.
C. Additional Expenses
In addition to the management fees and incentive fees or allocations described above, each client
generally bears all of its own expenses. Each client shall bear those expenses as set forth in the
applicable Offering Document, as amended from time to time, including, but not limited to, some
or all of the following:
• expenses related to the research, due diligence and monitoring of actual and prospective
Fund investments (whether or not consummated) and the consummation of investments,
including the following: third-party investment sourcing fees; fees and expenses related to
obtaining research and market data (including any information technology hardware,
software or other technology incorporated into the cost of obtaining such research and
market data, and expenses related to obtaining, processing and analyzing “big data” or
“alternative data”); due diligence expenses including consulting and appraisal fees; travel
expenses; brokerage and prime brokerage and futures commission merchant fees,
commissions and expenses; expenses relating to reorganizations, restructurings and
workouts; expenses relating to short sales; clearing and settlement charges; custodial fees
and expenses; bank service fees; interest expenses and fees related to financings or
refinancings; fees and expenses of proxy research and voting services; and fees and
expenses of third-party professionals, including consultants, investment bankers, attorneys
and accountants;
• organizational and reorganizational expenses;
• operational expenses, including the following: fees and expenses relating to information
technology hardware, software or other technology (including costs of software licensing,
implementation, data management and recovery services and custom development) used
to research investments, evaluate and manage risk, facilitate valuations, facilitate
accounting functions, facilitate compliance with the rules of any self-regulatory
organization or applicable law (including reporting obligations), facilitate and manage the
order execution of securities by the Funds or any trading vehicle or otherwise manage the
Funds or any trading vehicle, such as Bloomberg terminals, portfolio management systems,
risk management systems and order management systems; fees and expenses of third-party
risk management products, models and services; third-party administrative fees and
expenses (including for certain third-party middle-office or back-office services); loan
administration costs; fees and expenses of third-party professionals, including consultants,
valuation service providers, attorneys and accountants; the costs of any litigation or
investigation involving activities of the Funds or any trading vehicle; third-party audit and
tax preparation expenses; insurance expenses, including premiums for cybersecurity
insurance and liability insurance covering the General Partner, the Firm and the members,
partners, officers, employees and agents of any of them and each member of the advisory
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