Item 5. Fees and Compensation
Our fees and compensation are described in our clients’ advisory contracts or governing agreements. All
our clients are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of
1940, as amended).
The Flagship Funds, the Falcon Fund and the India Fund pay us a quarterly asset-based fee (sometimes
referred to as a management fee) paid in advance. The fee is adjusted for contributions and withdrawals
made during a quarter. We have waived or reduced, and may in the future waive or reduce, all or a
portion of the asset-based fee payable with respect to any investor, including internal capital.
Totem Point GP is also entitled to receive performance-based allocations from the Funds, as further
described in Item 6 – Performance-Based Allocations and Side-By-Side Management.
The Funds will generally be obligated to pay certain expenses pertaining to them, which are described in
detail in their respective advisory contracts or governing agreements. As applicable, these expenses may
include, without limitation, the management fee if applicable, legal, compliance, audit and accounting
expenses, fees and expenses related to various filings (or portions thereof) made in connection with
Totem Point Management, LLC Form ADV Part 2A
managing the Funds’ portfolios (including, but not limited to, Form D, Section 13 filings, Section 16 filings
and Form PF), organizational expenses, fees and expenses of the Funds’ administrator (the
“Administrator”), shareholder proxy voting services, 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 service fees, Fund-related insurance costs (including directors and officers
and errors and omissions insurance costs, if any), the Onshore Fund’s and Offshore Fund’s pro-rata share
of the Master Fund’s administrative and other expenses, and any other expenses related to the purchase,
sale or transmittal of Fund assets.
The India Fund is also responsible for the following additional expenses: compliance with Indian and other
non-U.S. laws, rules, regulations, government agencies, self-regulatory organizations, court orders and
other mandates; any taxes (including, without limitation, any withholding taxes, transfer taxes, stamp
duties and other governmental or self-regulatory agency-related charges or duties); all costs and expenses
incurred in attempting to protect and enhance the value of a India Fund investment (including any fees
and expenses associated with any pending or threatened litigation, audit, investigation, administrative or
other proceeding, as well as any settlement costs); fees and expenses related to any activist-related
activities; fees and expenses of any Independent Partnership Representative as defined in the India Fund’s
governing documents; and, fees and expenses of an advisory council and its members, including
compensation of its members (if any).
Certain investors in the Flagship Funds, the Falcon Fund, and the India Fund would also be subject to
withdrawal fees, if withdrawals are made prior to the satisfaction of agreed-upon holding periods.
We also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds. In
addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses
if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their
investment managers and other service providers.
The expenses that would be charged to future clients would be determined on a case-by-case basis
pursuant to their respective advisory contracts or governing agreements.
For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.
Item 6. Performance-Based Allocations and Side-By-Side Management
The Flagship Funds, Falcon Fund and India Fund
Totem Point GP is entitled to an annual performance-based allocation from the Flagship Funds, the Falcon
Fund, and the India Fund. Such performance-based allocation is equal to a percentage of the capital
appreciation as described in the relevant Fund’s offering memorandum or governing documents. Such
performance-based allocation is subject to a loss carryforward mechanism. In addition, the annual
performance-based allocation for the India Fund is subject to a non-cumulative hurdle.
In the event of an investor withdrawal/redemption of capital (in whole or in part) from the Onshore Fund,
the Offshore Fund, the Falcon Fund, or the India Fund other than at the end of a fiscal year, the deduction
of the performance-based allocation will be made with respect to such investor as though it were being
made at the end of a fiscal year.
Totem Point Management, LLC Form ADV Part 2A
We or our affiliates have waived or reduced, and may in the future waive or reduce, the performance-
based allocation of the Flagship Funds, the India Fund, or Falcon Fund with respect to one or more
investors without notice to, or the consent of, the other investors.
The Turing Fund
Our compensation schedule with respect to the Turing Fund is contained in the Turing Fund’s governing
agreement. Generally, Totem Point GP is entitled to receive carried interest from the Turing Fund that is
distributed as the investment is monetized. We or our affiliates may, in our discretion, waive or reduce
the performance-based allocation of the Turing Fund with respect to one or more investors without notice
to, or the consent of, the other investors.
Side-by-Side Management
Performance-based compensation arrangements create an incentive for us to recommend investments
that may be riskier or more speculative than those that would be recommended under a different
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