Item 5. Fees and Compensation
Onshore Fund
Sivik is paid an annual management fee earned for providing investment management
services to the Onshore Fund (the “Management Fee”). The Management Fee is payable
quarterly in advance. Specifically, the total amount of the Management Fee calculated
with respect to each limited partner will be calculated at an annual rate of 1.5% (0.375%
per quarter) of the value of such limited partner’s capital account balance, except that
capital contributions made by Partners prior to April 1, 2008, are subject to a
Management Fee at an annual rate of 1% per annum (0.25% per quarter). The
Management Fee may
be lowered or waived for certain investors of the funds, which include but are not limited
to, significant investors and employees of Sivik or its affiliates.
The General Partner is entitled to receive performance allocations equal to 20% of any
net profits (subject to a high-water mark) allocable to each investor in the Fund (the
“Performance Allocation”). For purposes of calculating the Performance Allocation, the
amount of net profits shall appropriately take into account any fees or expenses
(including the Management Fee) paid by the Funds’ investors.
Any Performance Allocation received will conform to the requirements of Section 205 of
the Advisers Act and Rule 205-3 under the Advisers Act. The Performance Allocation
may be lowered or waived for certain investors of the fund, which include but are not
limited to, significant investors and employees of Sivik or its affiliates. The Performance
Allocation is payable in arrears at the end of each Investment Period, defined as, with
respect to an investor’s interest, the period that will close upon the occurrence of either
(a) the last business day of each fiscal year; (b) the date immediately prior to the effective
date of any investor’s withdrawal of all or a portion of its interest, or (c) the date of the
partnership’s dissolution.
Offshore Fund
Sivik is paid an annual Management Fee earned for providing investment management
services to the Fund. The Management Fee is payable quarterly in advance. Specifically,
the total amount of the Management Fee is at an annual rate of 1.5% (0.375% per quarter)
of the net asset value of each Sub-Class 2 Shareholder’s outstanding Sub-Class 2 Shares
as of the first Business Day of each quarter. The Fund will pay the Investment Manager a
management fee for Sub-Class 1 Shares at an annual rate of 1.25% per annum (0.3125%
per quarter) of the net asset value of each Sub-Class 1 Shareholder’s outstanding Sub-
Class 1 Shares as of the first Business Day of each quarter). The actual fee paid by a
redeeming investor will be proportional to the actual time the investment was held by the
Adviser in a discretionary capacity. For example, in the case of an investor redeeming
one month prior to the end of a calendar quarter, they would be charged two months of
management fees. The Management Fee may be lowered or waived for certain investors
of the funds, which include but are not limited to, significant investors and employees of
Sivik or its affiliates.
Sivik is entitled to receive performance allocations equal to 20% of any net profits
(subject to a high-water mark) allocable to each class of shares in the Fund. For purposes
of calculating the Performance Allocation, the amount of net profits shall appropriately
take into account any fees or expenses (including the Management Fee) paid by the
funds’ investors.
Any Performance Allocation received will conform to the requirements of Section 205 of
the Advisers Act and Rule 205-3 under the Advisers Act. The Performance Allocation
may be lowered or waived for certain investors of the fund, which include but are not
limited to, significant investors and employees of Sivik or its affiliates. The Performance
Allocation is payable in arrears at the end of each Investment Period, defined as, with
respect to an investor’s interest, the period that will close upon the occurrence of either
(a) the last business day of each fiscal year; (b) the date immediately prior to the effective
date of any investor’s withdrawal of all or a portion of its interest, or (c) the date of the
partnership’s dissolution.
Master Fund
Sivik is not entitled to any fees from the Master Fund, however, all Management Fees
and Performance Allocations are first calculated at the Sivik Feeder Funds, then such
calculated Management Fees and/or Performance Allocations are then transferred to
Sivik from the Master Fund. Any transfers to Sivik from the Master Fund are then
allocated back to the Onshore Fund and Offshore Fund respectively.
Additional Information
Investors
Investors who wish to participate in the Sivik Funds are generally required to invest an
initial minimum amount of $500,000. Additional subscriptions by existing investors will
be accepted in minimum amounts of $100,000. The minimum initial and additional
investments may be reduced by the Funds, or its General Partner (if applicable), with
respect to certain investors or classes of investors. Investors will be required to certify
that the interest in the Fund subscribed for is being acquired directly or indirectly for the
account of an “accredited investor” as defined in Regulation D under the Securities Act
of 1933 and a “qualified purchaser” as defined in section 2(a) (51) of the 1940 Act.
Modification of Fees for Certain Investors: The Management Fees and the Performance
Allocations payable with respect to investor interests owned by investors who are
principals or “knowledgeable employees” of Sivik or its affiliates, members of the
immediate families of such persons, significant investors may be waived, reduced, or
calculated differently than the management fee and performance allocation or payable by
other investors with the same investor interests.
Side Letters: The Firm reserves the right to waive or impose different fees or otherwise
...