Item 5 – Fees and Compensation
The Funds are structured such that SAYA receives a management fee that is commensurate with
the respective series or share class in which an investor is invested. In consideration for investment
management services provided to the Funds, and depending upon each investor’s series or share
class, SAYA receives a management fee calculated at an annual rate ranging from 1.0% to 1.5%
of each investor’s capital account. The management fee is calculated and payable quarterly in
advance, based on the value of each investor’s capital account as of the first day of each calendar
quarter or on the date of a contribution if other than the beginning of a quarter. SAYA receives
the management fee at the Master Fund or Long Alpha Fund level, as applicable; no management
fee will be paid at the Feeder Fund level. SAYA in its sole discretion retains the right to waive or
modify the management fee for certain investors or share classes or, where applicable, change the
level at which it receives the management fee.
In addition, the General Partner receives an annual performance-based incentive allocation
reallocated from the capital accounts of each investor to the General Partner at the Master Fund or
Long Alpha Fund level, as applicable, in an amount that is unique to each specific series or share
class in the Fund. No incentive allocation will be taken at the Feeder Fund level. This
performance-based incentive allocation ranges from 15% to 20% and is calculated based upon an
individual investor’s return over a particular period of time or their return over a particular period
of time compared to the return of varying hurdles or benchmarks over that same period of time
subject to a loss carry forward provision as set forth in their respective Offering Documents.
When calculating the incentive allocation, the management fee and all items of income, loss and
expense incurred by the Fund will be taken into account. The General Partner, in its sole discretion,
may, where applicable, change the level at which it receives the incentive allocation and, may
waive or modify the incentive allocation for investors that are members, principals, employees or
affiliates of the General Partner or SAYA, relatives of such persons, and for certain large or
strategic investors.
The incentive allocation creates an incentive for SAYA to effect transactions in investments that
are riskier or more speculative than would be the case in the absence of such incentive allocation.
Additionally, since the incentive allocation is calculated on a basis that includes realized and
unrealized appreciation of the relevant Fund’s assets, such allocation may be greater than if it were
based solely on realized gains. Investors are provided with clear disclosure as to how performance-
based compensation is charged and the risks associated with such incentive allocation prior to
making an investment.
Both the management fee and incentive allocation, as well as other terms, are more fully described
in the respective Offering Documents for each Fund. Potential investors should review such
Offering Documents for full details as to how the management fees and incentive allocations are
calculated and collected.
Other Clients are also charged management fees and/or incentive allocations as described in the
respective investment management agreements. However, such allocations may be individually
negotiated based upon any restrictions placed on SAYA, the business relationship between such
SMA client and SAYA, and any other factors that SAYA deems appropriate.
Other Fees and Expenses
The Funds typically pay their own expenses as set forth in the respective Offering Documents for
each Fund and shall include, but are not limited to: the management fee; Fund legal, compliance
(including consultants’ fees), risk management expenses (including software licensing and
consultants’ fees), administrator (including, but not limited to, middle and back office services and
software necessary for trade capture and portfolio management), audit and tax preparation (including
third-party tax preparation) and accounting expenses (including third party accounting services and
accounting software); and organizational expenses. Each investment vehicle, which invests in the
Master Fund will indirectly share the administrative and other expenses of the Master Fund pro rata
based on its interest in the Master Fund.
Other Clients will pay their own expenses as set forth in the relevant investment management
agreement or other offering materials. In the event expenses are required to be allocated amongst
Clients, SAYA will seek to allocate the expenses in a fair and equitable manner, taking into account
the extent to which each Client benefits from the particular product or services. Depending upon the
nature of the expense, the allocation methodology applied by SAYA may vary. Such methodologies
may include allocating an expense (i) in proportion to the Client’s relative assets under management
or relative use of the product (or relative participation in an investment, if the expense is related to
such investment); (ii) equally among all participating Clients; or (iii) in another manner that SAYA
deems fair and equitable.
SAYA renders its services to Clients at its own expense and is responsible for its overhead expenses,
including: office rent; furniture and fixtures; stationery; secretarial/internal administrative services;
salaries and bonuses; entertainment expenses; employee insurance and payroll taxes.