Item 5 Fees and Compensation
Investment Advisory Services
TAH will generally receive a management fee of between 0.5% (monthly in advance) to 1.0%
(quarterly in arrears) per annum based on the value of each of the underlying investor’s account in
the Master-Feeder Funds and adjusted during the month for any contributions or withdrawals.
Management fees may be waived at the discretion of TAH and the GP of the Master Fund and
Onshore Feeder, or board of directors of the Offshore Feeder.
TAH will generally receive a management fee of 1% per annum (annually in arrears) based on the
value of the investor’s account in the SPV.
TAH (or its affiliate) will also be paid or allocated annual performance-based compensation, which
is compensation that is based on a share of capital appreciation of the assets of the Master-Feeder
Funds. This compensation rate is 10% and is subject to a loss carryforward provision (high-water
mark). This compensation will also be adjusted for early withdrawals/redemptions.
TAH Caulipower SPV, LLC will pay to TAH (or its affiliate) performance-based compensation
based on distributable cash flow from TAH Caulipower SPV, LLC as follows:
(i) First, one hundred percent (100%) to the Managing Member in an amount equal to
the aggregate amount of expenses of TAH Caulipower SPV, LLC, if any, that were
previously paid by the Managing Member (or Investment Manager) on behalf of TAH
Caulipower SPV, LLC and that were not reimbursed;
(ii) Second, one hundred percent (100%) to the investors in proportion to their respective
capital contributions until the cumulative amounts distributed to each investor
pursuant to this clause (ii) equals the investor’s aggregate capital contributions to
TAH Caulipower SPV, LLC; and
(iii) Third, (A) eighty-seven and one-half percent (87.5%) of any remaining amount of
distributable cash flow to the investors in proportion to their respective aggregate
capital contributions and twelve and one-half percent (12.5%) of such remaining
amount to the Managing Member.
TAH will indirectly deduct management fees and incentive allocations from the Private Funds’
accounts pursuant to authorization through the Administrator.
TAH Management, LP
Performance allocations may create an incentive for TAH to make more risky and speculative
investments than it would otherwise make.
TAH believes that its fees are competitive with fees charged by other investment advisers for
comparable services. Comparable services may be available from other sources for lower fees.
Each Private Fund will pay its own expenses, including the fees paid to TAH, fund legal expense,
compliance, administrator (including NAV calculation agent expenses, if any), audit and
accounting expenses (including third party accounting services); tax preparation fees and expenses;
any taxes and duties payable in any jurisdiction in connection with the Private Fund’s operations;
proxy voting services, if any; investment expenses such as commissions, research fees and
expenses; interest on margin accounts and other indebtedness; borrowing charges on securities
sold short; custodial fees; bank services fees; fund-related insurance costs; directors’ fees and
expenses, if any; and any other expenses reasonably related to the purchase, sale, or transmittal of
any Private Fund’s assets. In addition, Private Funds will incur brokerage and other transaction
costs.
For information on TAH’s brokerage and transaction costs, please see “Item 12 – Brokerage
Practices.”
Each of the Master-Feeder Funds pays to TAH a monthly or quarterly management fee. We
generally do not permit investors in our Master-Feeder Funds to withdraw capital other than at the
end of a month, so refunds of prepaid fees for partial months are not applicable to investors in our
Master-Feeder Funds. Withdrawals of capital from a Master-Feeder Fund may also be subject to a
withdrawal fee or redemption fee, payable to the affected Private Fund, for redemptions made in
less than the term the investor agreed to, as described in the relevant Governing Documents.
The SPV pays to TAH an annual management fee. We generally do not permit investors in the
SPV to withdraw capital, so refunds of prepaid fees for partial months are not applicable to
investors in the SPV.
TAH or an affiliate may from time to time enter into agreements with certain underlying investors
in the Private Funds (“Side Letters”) that may provide for terms of investment that are more
favorable than the terms described in the applicable Private Fund’s Governing Documents. Such
terms may include, among other things, capacity rights, liquidity rights, the waiver, reduction, or
rebate of management fees, fund expenses, and/or incentive allocations; the provision of additional
information or reports; more favorable transfer rights; or most-favored nation status. When an
investor in a Private Fund is granted different or additional terms as described above, such terms
(i) will be more favorable than the comparable terms (if any) described in the Governing
Documents, (ii) need not be offered to any other investor in any of the Private Funds and (iii) need
not be communicated to other investors. In the event of a conflict between a Side Letter and the
relevant Private Fund’s other agreements and Governing Documents, the terms of any Side Letter
with the investor shall control with respect to that investor.
TAH Management, LP