Item 5 - Fees and Compensation
A. Our Compensation for Advisory Services
We generally charge a management fee based on each Client’s assets under management. In addition,
the Adviser or one of our affiliates may receive a performance-based fee or profit allocation based on the
performance of a Client’s portfolio. While fees and allocations are set forth in the Management
Agreement with each Client, an overview of our basic fee structure is summarized below. We do not
have a standard Client fee schedule.
Funds
The fees and expenses we charge our Fund Clients are described generally below; however, they are
described in more detail in the offering documents for each Fund, which you should carefully read.
We are paid a management fee by each Fund in advance at the beginning of each month or quarter based
on the net asset value of the capital account of each Investor in such Fund. For our Hedge Fund (as
defined in Item 7 below), the management fee is 1.5% of the net asset value of each Investor’s capital
account on an annualized basis. For our special purpose vehicle (as defined in Item 7 below), the
management fee is 1.0% of the net asset value of each Investor’s capital account on an annualized basis.
For our Long Only Fund (as defined in Item 7 below), the management fee is 1.0% of the net asset value
of each Investor’s capital account on an annualized basis. The management fee applicable to any Investor
in a Fund may be reduced or waived by the Adviser. Future Funds or future Investors in our Funds may
have higher or lower management fees. Upon the Investor’s withdrawal from a Fund any unearned
management fee will be returned to such Investor, prorated for such period.
In addition to the management fee, the general partner of each Fund or another affiliate of the Adviser is
entitled to receive performance based compensation. With respect to our Hedge Fund, 20% of the net
profit is allocated from the capital account of each Investor for the applicable “performance period”
(generally a calendar year) to the general partner. Within our Hedge Fund, the performance allocation
is subject to a “high water mark,” which means that if an Investor’s capital account in the Fund loses
value over the performance period, we do not receive a performance allocation for that period, or for any
future performance period until the decrease in value is made up. The performance allocation within the
Hedge Fund is paid annually to the general partner. With respect to our SPV, there is a 10% hurdle rate
to the Investor followed by a 20% catch up to the general partner, thereafter, 20% of the net profit is
allocated from the capital account of each Investor to the general partner. The performance allocation is
subject to a “true-up,” by class, which means the general partner of the Fund will return to an Investor
any amounts it receives in excess of the performance allocation it should have received for the duration
of the Investor’s participation within a class in the Fund. The performance allocation becomes payable
to the general partner upon the distribution of Investor capital account, the general partner closes a class
when the target company becomes acquired, or the general partner sells the target company. With respect
to our Long Only Fund, there is a 6% hurdle rate to the Investor followed by a full catch up to the general
partner, thereafter, 15% of the net profit is allocated from the capital account of each Investor to the
general partner. The performance allocation within the Long Only Fund is paid annually to the general
partner. Future Funds may have a different performance allocation structure tailored to meet its specific
investment goals and objectives, which may include a higher or lower performance allocation than our
current Funds.
Our management fee and the performance allocation applicable to each Investor in our Funds are
generally not negotiable. However, we have entered into and may in the future enter into side letters or
other contractual arrangements with certain Investors that reduce or eliminate fees or performance
March 2026
allocations applicable to such Investors.
Managed Account Clients
With respect to Managed Account Clients, we may receive a management fee, a performance fee or both.
We do not have a fee schedule for Managed Account Clients and the amount and payment terms of
Managed Account fees are negotiable based upon various factors, including, but not limited to, the size
of the Managed Account and the nature of the advisory services provided.
How we collect fees
Funds
Management fees are payable by the Funds in advance and are deducted from the Fund’s custodial
account. Any earned performance allocation is allocated to the capital account of the respective Fund’s
general partner from each Investor’s capital account.
Managed Account Clients
Management fees are payable by each Managed Account Client in advance or in arrears according to
such Managed Account Client’s Management Agreement and are deducted by the Adviser from the
Managed Account Client’s brokerage account. Performance fees are payable typically annually, may be
subject to a claw back or high water-mark, and are deducted from the Managed Account Client’s
brokerage account. If a performance fee is subject to a claw back, any performance fee received in excess
of the performance fee we should have received for an applicable performance period will be credited to
future performance fees or credited to the Managed Account Client’s account, at the Managed Account
Client’s discretion. If a performance fee is subject to a high water-mark, meaning the Client’s capital
account loses value over the performance period, we do not receive a performance allocation for that
period, or for any future performance period until the decrease in value is made up.
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