Item 5 - Fees and Compensation
The specific manner in which the Firm charges fees is described in each Fund’s Governing
Documents. All investors should review the governing documents of the respective Fund in
conjunction with this Brochure for complete information on the fees and compensation
payable with respect to the applicable Fund. In general, Tiger Pacific receives a management
fee and a performance allocation (as further described below) in connection with advisory
services to its clients.
Management Fees
The Funds are obligated to pay Tiger Pacific a management fee calculated quarterly. Depending
on the Fund and the series, the Investor’s management fee is either payable in advance as of
the beginning of each quarter, or payable in arrears at the end of each quarter. The
management fee is calculated at an annual rate, which ranges between three-fourths percent
(0.75%) and one and three-fourths percent (1.75%) of the net asset value of the respective
series, without accrual of any Performance Allocation not yet earned. For certain series, an
amount equal to the Management Fees paid to the Investment Manager during that series’
performance period will be applied to reduce on a dollar-for-dollar basis (but not below zero)
any Performance Allocations allocated to the General Partner for those series during such
performance period. The management fee will be deducted directly from the capital account
of an Investor. The management fee will be adjusted for contributions and
withdrawals/redemptions made during the quarter.
While management fees are not generally negotiable, Tiger Pacific in its sole discretion does,
and reserves the right to in the future, from time to time waive or modify the management
fee to certain Investors that are members, employees or affiliates of the Firm or relatives of
Tiger Pacific Capital LP Form ADV Part 2A
such persons and for certain large or strategic Investors, or Investors that meet certain
requirements as outlined in the applicable Governing Documents. For a more detailed
discussion on management fees, please see the relevant Fund’s offering memorandum.
Other Expenses
Any of the Funds will pay, or reimburse Tiger Pacific Partners LLC (the “General Partner”) or
Tiger Pacific, for all costs, fees and expenses related to portfolio investments or prospective
investments (whether or not consummated) of the Funds, such as the research, evaluation,
acquisition, holding and disposition thereof and all third-party expenses in connection
therewith (including, without limitation, expenses relating to proxies, underwriting and private
placements, brokerage commissions, price validation and third-party valuation services, dealer
spreads, interest on, and fees and expenses arising out of, debit balances or borrowings,
dividends payable with respect to securities sold short, exchange, clearing fees, give-up and
intermediation fees, clearing and settlement charges, as well as transaction fees and expenses
relating to the foregoing, custodial fees, investment related travel and entertainment expenses
in connection with investment activity, appraisal fees, investment banking expenses and
professional investigatory services, fees and profit-sharing payments due to unaffiliated
advisors, sub-advisors and consultants, finders and service companies, risk monitoring
expenses, specific expenses incurred in obtaining or maintaining systems, research and other
trading costs (including market data expenses), costs and expenses relating to the Fund’s
regulatory compliance, including, without limitation, costs of compliance programs,
examinations, regulatory inquiries and regulatory filings (including legal, regulatory or
compliance fees and expenses of the General Partner, Tiger Pacific and any of their respective
affiliates in connection with ongoing compliance, filing and reporting obligations under Advisers
Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank
Act”), “blue sky” laws or any other applicable laws, which obligations pertain to the Funds’
holdings, Investors, counterparties, risk systems and operations (e.g., Form PF), order
management systems, information and information service subscriptions utilized with respect
to the Fund’s investment program, including phone and internet charges, any tax-related
structuring or legal fees and expenses incurred, any withholding, transfer or other taxes
imposed on any of the Funds, and expenses related to organizing any alternative investment
vehicle through which investments may be made and other execution and transaction costs),
to the extent that such costs, fees and expenses are not reimbursed by a third-party.
Each of the Funds will also pay, or reimburse the General Partner and/or Tiger Pacific, all other
operating fees and expenses or out-of-pocket costs of the administration of the Funds,
including, without limitation, ongoing offering fees and expenses, accounting (including
expenses associated with the preparation of the Fund’s financial statements and tax returns,
and any other tax information relating to the Funds), audit, administration and legal expenses,
costs of any litigation or investigation involving Fund activities, indemnification payments, costs
associated with meetings of Investors, reporting, providing and mailing information to existing
and prospective Investors, costs associated with maintaining insurance to protect the Fund,
Tiger Pacific or any other covered person from liabilities to third parties in connection with
the Fund’s affairs (including liability premiums), taxes and other governmental charges, fees
and duties payable by the Fund, damages incurred by the Fund or any covered person,
extraordinary fees and expenses, if any, and costs of winding up and liquidating the Fund. Such
costs will include the Fund’s allocable share of the fees and expenses of any third-party
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