Item 5: Fees and Compensation
Item 5.A.
Tiger Eye receives compensation from Clients based upon the amount of assets under management and
performance of the assets managed by the Firm. The management and performance fee terms and
percentages for the Managed Account are separately negotiated with the Firm and, thus, fees for the
Managed Account differ from those of the Funds, which are described below. Tiger Eye and its related
entities reserve the right to waive or reduce management fees and performance-based compensation for
certain Clients or investors in the Funds and have waived such fees and compensation for employees and
related parties of Tiger Eye.
Related to the Onshore Fund, the Master Fund will pay to Tiger Eye a quarterly management fee in advance,
based on the value of each investor’s Series One capital account and each investor’s Series Two capital
account as of the first business day (any day on which banks are open in New York, New York, U.S.) of
each calendar quarter, which will be calculated at an annual rate of (i) 2% of each investor’s Series One
capital account, and (ii) 1.5% of each investor’s Series Two capital account (the “Onshore Management
Fee”).
Related to the Accelerator Onshore Fund, the Master Fund will pay to Tiger Eye a quarterly management
fee in advance, based on the value of each investor’s capital account and as of the first business day (any
day on which banks are open in New York, New York, U.S.) of each calendar quarter, which will be
calculated at an annual rate of 1.5% of each investor’s capital account (the “Accelerator Management
Fee”).
Related to the Offshore Fund, the Master Fund will pay to Tiger Eye a quarterly management fee in advance,
based on the value of the net assets of the Offshore Fund as of the first business day (any day on which
banks are open in New York, New York, U.S.) of each calendar quarter, which will be calculated at an
annual rate of (i) 2% of each investor’s Series One capital account, and (ii) 1.5% of each investor’s Series
Two capital account (the “Offshore Management Fee”).
The Opportunity Fund I and Opportunity Fund II will pay to Tiger Eye an annual management fee which
is calculated in advance at the beginning of each year, and charged to investors on a monthly basis. The
calculation is based on the investor’s capital contribution on the first business day of the year at a rate of
1.5% per annum of each investor’s capital account. The management fee will be pro-rated for any period
that is less than a full calendar year.
Collectively, when appropriate, all management fees as described above will be referred to as the
“Management Fee.”
The Management Fee will be adjusted for contributions, but not withdrawals, made during the applicable
quarter. Since Tiger Eye will receive the Management Fee at the Master Fund level, no management fee
will be made at the Onshore Fund or Accelerator Fund level. Either the Firm or the General Partner, as
appropriate, may waive or modify the Management Fee for investors that are members, employees or
affiliates of the General Partner of the Firm, relatives of such persons, and for certain large or strategic
investors.
With respect to the Master Fund, in addition to the Management Fee, at the end of each fiscal year, the
General Partner, and two strategic investors in the Master Fund (the “Strategic Investors”), as the holders
of certain allocation class shares in the Master Fund, will receive at the Master Fund level an annual
incentive allocation of Master Fund net profits equal to an aggregate amount of 20% of the net profits
attributable to each investor’s account, if any, subject to a modified loss carryforward provision (the
“Incentive Allocation”). For the Offshore Fund investors, the allocation shares may be issued in separate
classes and/or series in the sole discretion of the Offshore Fund’s Directors.
When calculating the Incentive Allocation at the Master Fund level, net profits will be reduced by the
Management Fee, and all items of income, loss and expense incurred at the Partnership level will be taken
into account. Since the General Partner and the Strategic Investors will receive the Incentive Allocation at
the Master Fund level, no incentive allocation will be made at the Feeder Fund level.
Under a modified loss carryforward provision contained in the Partnership Agreement, if an investor has
been previously allocated net losses, a “Modified Incentive Allocation” shall be charged such that the
regular Incentive Allocation described above will be reduced by 50% until subsequent cumulative net
profits offset an amount equal to 200% of the previously allocated net losses (the “Modified Loss
Carryforward”). The Modified Loss Carryforward shall be reduced proportionately to reflect any
withdrawals by an investor.
With respect to the Opportunity Funds, in addition to the Management Fee, the Managing Member may
also collect up to 20% of the profits generated by the Opportunity Funds (the “Carried Interest”).
The Carried Interest, if any, will be distributed to the Managing Member when the Opportunity Funds
make distributions to investors, upon the dissolution of the Opportunity Funds, or as determined by the
Managing Member, in each case as provided in the Opportunity Funds’ Agreements.
The General Partner, in its sole discretion, may waive or modify the Incentive Allocation or the Carried
Interest, as applicable, for investors that are members, employees or affiliates of the General Partner or the
Firm, relatives of such persons, and for certain large or strategic investors.
Item 5.B.
Tiger Eye deducts the management fee from its Clients’ accounts by instructing the Clients’ custodian(s).
Fees are collected at the frequency discussed above for the Management Fee or Incentive Fee in response
to Item 5.A.
Item 5.C.
Tiger Eye is responsible for the expense of the services it renders to the Funds as well as the cost of its own
...