ITEM 5: FEES AND COMPENSATION
DESCRIPTION OF COMPENSATION AND FEE SCHEDULE
In consideration of our advisory services, SCC generally receives a “Management Fee” and an “Incentive Allocation”
with respect to the Fund. While our fees are described in detail in the Fund’s governing and offering documents, a
brief summary of our advisory fees is set forth below.
The Fund consists of three (3) classes of interests (which constitute limited partnership interests or shares as
applicable): “Founders Interests,” “Partners Interests” and “Standard Interests,” which differ as to their Management
Fee, capacity rights, Incentive Allocation and liquidity terms. The Management Fee is payable to SCC in advance of
each quarter. The Management Fee is calculated on a capital account by capital account basis, paid at the Master Fund
level and charged to the corresponding Master Fund Sub-Capital Account at the Master Fund level.
Founders Interests
The Management Fee with respect to Founders Interests is equal to the Founders MF Percentage (as defined below),
on an annualized basis (and one-quarter of such Founders MF Percentage, per quarter) of the capital account balances
of each interest attributable to Founders Interests, determined as of the beginning of each quarterly period. This level
is currently not available to new investors.
The “Founders MF Percentage” means:
Fee Paying NAV (defined below): Founders MF Percentage:
Less than $100 million 1.75%
Equal to or greater than $100 million, up to and 1.55%
including $500 million
Greater than $500 million, up to and including 1.35%
$1 billion
Greater than $1 billion 1.15%
Partners Interests
The Management Fee with respect to Partners Interests is equal to the Partners MF Percentage (as defined below), on
an annualized basis (and one-quarter of such Partners MF Percentage, per quarter) of the capital account balances of
each investor attributable to Partners Interests, determined as of the beginning of each quarterly period.
The “Partners MF Percentage” means:
Fee Paying NAV (defined below): Partners MF Percentage:
Less than $500 million 1.75%
Equal to or greater than $500 million, up to and 1.55%
including $1 billion
Greater than $1 billion 1.35%
“Fee Paying NAV” means the net asset value of the Master Fund attributable to investors of the Domestic Fund and
shareholders of the Offshore Fund that are charged both a Management Fee and Incentive Allocation. Fee Paying
NAV with respect to a calendar quarter will be calculated on the date immediately prior to the first day of such calendar
quarter (measured based on the average month-end net asset value for each of the preceding three (3) months).
The Management Fee will be calculated as an incremental rate, such that solely the net asset value of the Master Fund
above the applicable threshold described above will be subject to the lower Founders MF Percentage or Partners MF
Percentage, as applicable.
Standard Interests
The Management Fee with respect to Standard Interests will be equal to 1.75% on an annualized basis (i.e., 0.4375%
per quarter) of the capital account balances of each investor attributable to Standard Interests, determined as of the
beginning of each quarterly period.
The minimum initial subscription for Standard Interests will be One Million Dollars ($1,000,000). The General Partner
or SCC, as applicable, may accept subscriptions in lesser amounts and/or may increase or decrease such minimum
subscription amounts, with respect to all, or fewer than all, investors without prior notice to or consent from any
investor.
Incentive Allocation
The General Partner is entitled to an annual incentive allocation (the “Incentive Allocation”) equal to the Founders
Incentive Allocation Percentage, the Partners Incentive Allocation Percentage or the Standard Incentive Allocation
Percentage (each, as defined below) multiplied by Applicable Income (defined below) with respect to each fiscal year.
The term “Founders Incentive Allocation Percentage” means, with respect to the applicable fiscal year and applicable
“MF Sub-Capital Account” (this is not available to new investors):
Incentive Calculation Gross Return to Founders Incentive Allocation
Applicable MF Sub-Capital Account with Percentage
Respect to Applicable Fiscal Year
Greater than 0% and less than or equal to 20% 15%
Greater than 20% or more Maximum 20%
The term “Partners Incentive Allocation Percentage” means, with respect to the applicable fiscal year and applicable
MF Sub-Capital Account:
Incentive Calculation Gross Return to Partners Incentive Allocation
Applicable MF Sub-Capital Account with Percentage
Respect to Applicable Fiscal Year
Greater than 0% and less than 15% 17.5%
Equal to or greater than 15% and less than 17.5% 20%
Equal to or greater than 17.5% and less than 20% 22.5%
Equal to or greater than 20% Maximum 25%
The term “Standard Incentive Allocation Percentage” means, with respect to the applicable fiscal year and applicable
MF Sub-Capital Account:
Incentive Calculation Gross Return to Standard Incentive Allocation
Applicable MF Sub-Capital Account with Percentage
Respect to Applicable Fiscal Year
Greater than 0% and less than 15% 20%
Equal to or greater than 15% and less than 17.5% 22.5%
Equal to or greater than 17.5% and less than 20% 25%
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