FEES AND COMPENSATION
A. Advisory Fees and Compensation.
The fees applicable to each Fund are set forth in detail in each Fund's offering documents.
A brief summary of such fees, expenses, and compensation (all of which is qualified by and subject
to the language of the applicable Fund's offering documents) is provided below.
1. Two Creeks Domestic Fund
Management Fee. Generally, the Two Creeks Domestic Fund pays the Investment Adviser
a fee for investment management services (the "Management Fee") for each fiscal quarter (at a
blended rate, as further described below) as follows:
• An amount equal to 0.375% (1.5% per annum) of the beginning balance of each
investor's capital account for such fiscal quarter if the Two Creeks Master Fund's net
asset value, less all direct and indirect non-fee paying capital in the Two Creeks Master
Fund (the "Fee Break NAV"), is $1 billion or less; and
• An amount equal to 0.1875% (0.75% annualized) of the beginning balance of each
investor's capital account for such fiscal quarter if the Fee Break NAV is above $1
billion.
The Management Fee rates described above are applied pro rata to the attributable portion
of an investor's investment at a blended rate.
The Management Fee is calculated and paid in advance and will be prorated for any capital
contribution or withdrawal by an investor within a fiscal quarter. In the sole discretion of the Fund
General Partner, the Management Fee may be waived, reduced or calculated differently with
respect to certain affiliates or our employees.
Incentive Allocation.
Generally, at the end of each fiscal year of the Two Creeks Domestic Fund, the Fund
General Partner is entitled to an incentive allocation in an amount equal to 17.5% of the net capital
appreciation (which includes both realized gains and losses and unrealized appreciation and
depreciation) allocated to the investor's capital account for such fiscal year after deducting the
Management Fee for such fiscal year, subject to a loss carryforward mechanism.
DOC ID - 48221776.7 4
Under the terms of a separate class of interests in the Two Creeks Domestic Fund,
generally, at the end of each fiscal year of the Two Creeks Domestic Fund, in lieu of the incentive
allocation described above, the Fund General Partner is entitled to an incentive allocation in an
amount (not less than zero) equal to (a) the product of 30% multiplied by the amount by which the
net return exceeds a hurdle amount, minus (b) any Management Fee carryforward for prior periods,
minus (c) the Management Fee paid for such period.
The incentive allocation will also be determined with respect to interests in the Two Creeks
Domestic Fund withdrawn other than at the end of a fiscal year and upon the dissolution of the
Two Creeks Domestic Fund. In the sole discretion of the Fund General Partner, the incentive
allocation may be waived, reduced or calculated differently with respect to certain affiliates or our
employees.
2. Two Creeks Offshore Fund
Management Fee. Generally, the Two Creeks Offshore Fund pays the Investment Adviser
a Management Fee for each fiscal quarter (at a blended rate, as further described below) as follows:
• An amount equal to 0.375% (1.5% per annum) of the net asset value ("NAV") of each
series of shares as of the beginning of such fiscal quarter if the Fee Break NAV is $1
billion or less; and
• An amount equal to 0.1875% (0.75% per annum) of the NAV of each series of shares
as of the beginning of such fiscal quarter if the Fee Break NAV is above $1 billion.
The Management Fee is calculated and paid in advance and will be prorated for any
subscription or redemption by an investor within a fiscal quarter. In the sole discretion of the
Investment Adviser, the Management Fee may be waived, reduced or calculated differently with
respect to certain affiliates or our employees.
Incentive Allocation.
Generally, at the end of each fiscal year, 17.5% of the excess of the NAV of a series of
shares of the Two Creeks Intermediate Fund that corresponds to the investor's series of shares in
the Two Creeks Offshore Fund (taking into account the Management Fee and expenses that are
not reflected in the NAV) over the "Highwater NAV" will be reallocated to the Fund General
Partner. For purposes of determining NAV and allocations, any taxes that are determined based
on an individual investor will be deemed distributed to such investor (without duplication).
Under the terms of a separate class of shares of the Two Creeks Offshore Fund, generally,
at the end of each fiscal year of the Two Creeks Intermediate Fund, in lieu of the incentive
allocation described above, the Fund General Partner is entitled to an incentive allocation in an
amount (not less than zero) equal to (a) the product of 30% multiplied by the amount by which the
net return exceeds a hurdle amount, minus (b) any Management Fee carryforward for prior periods,
minus (c) the Management Fee paid for such period.
DOC ID - 48221776.7 5
An incentive allocation will also be determined with respect to shares of the Two Creeks
Intermediate Fund which correspond to shares within a series that are redeemed other than at the
end of a fiscal year and upon the dissolution of the Two Creeks Offshore Fund. The Fund General
Partner, in its sole discretion, may elect to reduce, waive or calculate differently the incentive
allocation with respect to certain affiliates.
3. Long Creek Domestic Fund
Management Fee. Generally, the Long Creek Domestic Fund pays the Investment Adviser
a Management Fee for each quarter in an amount equal to 0.125% (0.5% annualized) of the
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