Item 5 – Fees and Compensation
The Private Funds
Fee Schedule. The Adviser charges each Private Fund a management fee (the “Management Fee”)
consisting of a percentage of the Private Fund’s net asset value, and a performance-based
allocation or fee (the “Performance Fee”) consisting of a percentage of realized and unrealized
profits. For a more detailed discussion of the Performance Fee, see Item 6 below.
The Management Fee rates for each class of interests in each Private Fund range between 0.5%
and 1.50% (per annum) of the net asset value of each investor’s interest in the relevant Private
Fund, depending upon the class or type of interests purchased, the frequency of permissible
withdrawals or redemptions, and other characteristics. Within this range, the Management Fee
rate is generally higher for Private Funds and/or share classes with more frequent withdrawal or
redemption rights. The Management Fee is payable quarterly in advance as of the first day of each
calendar quarter. A pro-rata Management Fee generally is assessed on any investments by an
investor in a Private Fund made as of a date other than the first day of the calendar quarter. The
Management Fee payable to the Adviser by each Private Fund is deducted directly from such
Private Fund.
The Adviser may, in its sole discretion, waive all or a portion of the Management Fee with respect
to any investor in any Private Fund; or, as agreed to by the investor, the Adviser may charge a
Management Fee that is lower than, or otherwise on different terms than, those described above.
The criteria upon which the Adviser may base its decision to charge a lower or different
Management Fee include, without limitation, anticipated future earning capacity or anticipated
future additional assets. Without limiting the foregoing, the Adviser waives the Management Fee
or charges lower Management Fees to its partners, employees, affiliates and their family members.
Other Expenses. The Management Fee is in addition to the Performance Fee described in Item 6
below, as well as the other expenses and fees borne by each Private Fund in connection with the
Private Fund’s operations and investment activity. Each Private Fund bears its own expenses,
including, but not limited to investment expenses (i.e., expenses related to the investment of the
Private Fund’s assets, including, without limitation, brokerage commissions, expenses relating to
permitted hedging transactions, interest expense, professional and consulting fees relating to
particular investments and investment-related travel expenses), legal expenses, expenses in
connection with regulatory filings, accounting, audit and tax preparation expenses, taxes, fees and
expenses of third-party administrators, directors and other service providers, expenses relating to
the offer, sale, transfer and withdrawal or redemption of interests, expenses of preparation and
distribution of reports and other communications with investors, other expenses related to the
operation of the Private Fund and all extraordinary expenses. Organizational expenses have
previously been amortized by all of the existing Private Funds and generally are expected to be
borne by any new fund established by the Adviser or its affiliates in the future. The Adviser
generally is not responsible for any expenses or fees in connection with management of each
Private Fund other than as set forth in the Governing Documents for the relevant Private Fund.
The UCITS Fund
Fee Schedule. The third-party manager of the UCITS Fund pays an asset-based fee and a
performance-based fee to the Adviser. The asset based fee ranges up to 2.00% (per annum) of the
net asset value of each class of shares of the UCITS Fund. The performance-based fee ranges up
to 20% of the annual net gain in the portfolio managed by the Adviser. The rates are negotiated
between the Adviser and the third-party manager and differ among investor share classes with
different investment criteria.
Other Expenses. In addition to the fees described above, including all fees payable to a third-party
manager by a UCITS Fund, all other fees, charges and expenses incurred in the organization and
operation of a UCITS Fund and the sale of shares therein (including but not limited to, custodial
and administration fees and sales charges) are borne by the UCITS Fund or the individual investor
and reduce the net asset value of an investor’s holdings of shares. For more information regarding
such fees, charges and expenses, investors in a UCITS Fund should refer to the prospectus and
other Governing Documents of the UCITS Fund.
Other Clients
Fees and Expenses. The fees paid to the Adviser in connection with managing other Client
accounts (e.g., acting as a subadviser or advising separately-managed accounts) include an asset-
based management fee and/or a performance-based component, which are negotiated on a case-
by-case basis. Likewise, the other costs and expenses associated with any such Client’s account
are negotiated with the Client on a case-by-case basis and are set forth in the relevant investment
management agreement.
Pre-paid Fees
Unless otherwise agreed and set forth in the investment management agreement between the
Adviser and Client, any fees paid in advance to the Adviser or any affiliate by such Client are
refundable on a pro-rata basis. The Management Fee payable by each Private Fund and any other
fees paid in advance to the Adviser or any affiliate by or on behalf of an investor in a Private Fund
are refundable on a pro-rata basis if an investor withdraws prior to the end of a fiscal quarter.
Additional Information
A more complete description of the fees to be paid to the Adviser in connection with an investment
in each Private Fund, as well as the expenses of each Private Fund, is available in the confidential
offering memorandum and other Governing Documents of such Private Fund, which are made
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