Item 5. Fees and Compensation
Asset-Based Compensation
The Adviser may be paid an asset-based management fee of 0.50% to 1.75% per annum for certain of its
managed Funds, as further provided for in the relevant Fund Documents. The asset-based management
fees paid by certain Funds are determined based on the value of investor’s ratable share of the assets of
the Fund (as further described in the Fund Documents of each Fund) at the beginning of the quarter.
Investors who contribute assets on a date other than the first Business Day of a calendar quarter will be
charged a pro-rated management fee based on the remainder of the quarter. Management fees charged
to Investors who withdraw assets on a date other than the last business day of the month, will be
reimbursed to the Fund on a pro-rated basis based on the remaining days in the quarter.
These fees are negotiable. The Adviser may waive, reduce or otherwise modify the management fees for
any investor in a Fund, including affiliates of the Adviser. In addition, and as previously described in Item
4 above, the Adviser may occasionally enter into a side letter arrangement with certain Fund investors, in
which the Adviser or its affiliates may grant such investors with preferential terms, which may include fee
reductions or waivers.
Performance-Based Compensation
The Adviser may be paid performance-based compensation, which is compensation that is based on a
share of capital appreciation of the assets of a Client. This compensation may be paid to the Adviser or a
related person of the Adviser and, under certain circumstances, to certain strategic investors, and ranges
from 10% to 25% of the Client’s profits, as further described in each such investment advisory agreement
or Fund Documents. In some cases, this is paid on an annual basis and in other cases it is paid out of
amounts that would otherwise be distributed to a Client’s investors. In some cases, such performance-
based compensation is not earned unless a minimum return of 5% to 10% annualized is achieved, as
further provided for in the relevant Fund Documents.
These fees are negotiable. The Adviser may waive, reduce or otherwise modify the performance-based
compensation for any investor in a Fund, including affiliates of the Adviser. In addition, and as previously
described in Item 4 above, the Adviser may occasionally enter into a side letter arrangement with certain
Fund investors, in which the Adviser or its affiliates may grant such investors with preferential terms,
which may include fee reductions or waivers.
Payment of Fees
With respect to Funds that pay an asset-based management fee to the Adviser, such management fees
are paid in advance to the Adviser typically within the first fifteen business days of the calendar quarter.
Additional fees charged for mid-quarter contributions or fee reductions resulting from mid-quarter
withdrawals will be paid or reimbursed, as the case may be, typically within fifteen business days of such
contribution or withdrawal in accordance with such Fund Documents.
For Funds managed by the Adviser, performance-based compensation is allocated to an affiliate of the
Adviser on a crystallization event which could be created at the time of an investor withdrawal, end of the
calendar year or on a distribution event, as the case may be. For the Account managed by the Adviser,
performance-based compensation is paid after the realization of income within such Account.
The specific manner in which the Adviser charges and pays fees is established and described in greater
detail in the Fund Documents of the respective Fund. Fund investors should refer to these Fund
Documents for a complete understanding of how the Adviser is compensated for its advisory services. The
information contained herein is a summary only and is qualified in its entirety by such documents.
Other Fees and Expenses
The expenses paid by Clients are set forth in detail in the investment advisory agreement or (if applicable)
the Fund Documents of the relevant Client. Such expenses may differ among and within Clients. Clients,
prospective Clients, Fund investors and prospective Fund investors should review the applicable advisory
agreement or (if applicable) the Fund Documents carefully because such documents, and not the
summary in this brochure, describe more specifically the expenses such Client will bear.
In addition to paying the above compensation, each Fund will also be subject to other expenses, in
accordance with such Fund’s governing documents, which may include, but is not limited to, all out-of-
pocket expenses incurred by the Funds or on their behalf that are directly related to the organization of
the Funds including the initial offering of interests in the Funds, including legal fees related to the
organization of the Funds, consultation with the Managing Member, drafting and negotiation of
arrangements between the Funds and its service providers and Members and any similar costs and
expenses; ongoing expenses, including, without limitation, all administrative fees and expenses, including
any expenses incurred in the offering and sale of Interests, legal, accounting, insurance, consulting,
auditing and tax services and fees, costs of communication with Members, costs for redeeming Members’
interests, risk management costs and expenses, costs to make any filings required under applicable law
or regulation and fees and expenses of any administrator; investment expenses, including all brokerage
fees and commissions, interest on margin accounts and other indebtedness, borrowing charges on
Securities sold short, custodial fees, bank service fees and fees associated with insuring Fund Assets, costs
of any outside appraisers, accountants, attorneys, administrators or other experts or consultants engaged
in connection with specific transactions, expenses of research and data collection and analysis,
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