Item 5: Fees and Compensation
The fees applicable to each of the Clients are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
TFJ Management receives an investment management fee (“Management Fee”) calculated on the first
day of each calendar quarter, based on a percentage of the capital account balance (as of such date) of
the TFJ Capital’s Investors. TFJ Management receives a Management Fee based on the ending gross
assets of Cassini TFJ at the end of each calendar quarter. The Managed Account shall pay to TFJ
Management a Management Fee, the specific calculations of which are provided in the Managed
Account client’s investment management agreement.
The Firm, in its sole discretion, may waive or modify the Management Fee for any Investor.
Incentive Allocation
At the end of each fiscal year, and on any withdrawal by or distribution of funds to an Investor during
a fiscal year, a performance-based fee (“Incentive Allocation”) is reallocated from each Investor’s
capital account to the General Partner’s capital account. For each Investor, the Incentive Allocation
shall be equal to a percentage of the Incentive Base Amount (equal to the net capital appreciation
allocated to an Investor’s capital account during the fiscal year in excess of that Investor’s high water
mark as of the beginning of that fiscal year) or the Alternative Incentive Base Amount (the net capital
TFJ Management, LLC Form ADV Part 2A Brochure
appreciation allocated to an Investor’s capital account during the fiscal year minus a hurdle amount), as
applicable.
The Managed Account shall pay to TFJ Management an Incentive Allocation, the specific calculations
of which are provided in the Investment Management Agreement.
Expenses
TFJ Management is authorized to incur and pay in the name and on behalf of the Clients all expenses
which they deem necessary or advisable.
The General Partner and/or the Firm bear the operating costs and other costs of the General Partner and
the Firm (the “Management Expenses”), including and not limited to (i) the formation and organization
of the General Partner and the Firm, (ii) office space, furnishings, equipment, utilities and
telecommunications costs, employee salaries, consultant payments and benefits of the General Partner
and the Firm, (iii) fees or assessments in connection with any regulatory registrations, qualifications,
approvals and/or filings of the General Partner and/or the Firm, and related compliance fees and
expenses (including, for the avoidance of doubt, all registered investment adviser and Form PF
expenses), (iv) accounting, bookkeeping, auditing and tax preparation fees and expenses of the General
Partner, the Firm and their respective partners, members, employees etc., (v) research and portfolio
management expenses including, but are not limited to, expenses incurred in connection with due
diligence investigations or research as to Investments or potential Investments, including travel, lodging
and other expenses incurred in connection with visits to companies, meetings, research symposiums
and communications with company management, security holders, analysts and other third parties, costs
of research reports, data feeds and databases, news wires and quotation services, periodical subscription
fees and costs of software (including risk control and market analytic software) utilized by the General
Partner and/or the Firm in connection with managing TFJ Capital’s portfolio and (vi) legal and other
fees, costs and expenses of the General Partner, Firm and their respective Affiliates for any threatened
or actual litigation or governmental investigation or proceeding against the General Partner or the Firm
relating to violations of securities or investment adviser laws, and the amount of any judgments or
settlements paid in connection with such litigation or fines or penalties levied as a result of any such
proceeding or investigation.
The Clients pay or reimburse the General Partner (or its affiliates) for all organizational and operating
expenses.
Organizational Expenses
“Organizational Expenses” are the fees and expenses attributable to the formation and organization of
the Funds, including, but not limited to, legal fees and expenses incurred in connection with the offering
circular and the Funds’ limited partnership agreement. Organizational Expenses may be amortized over
a period of 60 months.
Operating Expenses
“Operating Expenses” are the operating expenses and other costs of the Funds, excluding
Organizational Expenses and Management Expenses, but including and not limited to:
(i) accounting, bookkeeping, auditing and tax preparation fees and expenses;
(ii) all fees, costs and expenses of accounting, bookkeeping and recordkeeping services of the
Funds’ administrator or any similar service provider retained by the General Partner to assist
it in performing services for the Funds;
(iii) legal fees and expenses;
(iv) all fees and charges of custodians, clearing agencies and banks;
TFJ Management, LLC Form ADV Part 2A Brochure
(v) all bookkeeping, recordkeeping, legal, accounting, auditing, tax preparation and all
professional, expert and consulting fees and expenses arising in connection with the Funds’
activities;
(vi) insurance and bonding costs;
(vii) all trading expenses and transaction costs, including, but not limited to, brokerage
commissions and expenses relating to short sales, clearing and settlement charges, interest
on loans and debit balances, margin interest, broker service fees and other clearing and
custodial expenses;
(viii) all costs and expenses incurred in attempting to protect or enhance the value of the Funds’
...