Item 5: Fees and Compensation
Management Fee and Incentive Allocation
The management fee and incentive allocation applicable to each Fund are set forth in
detail in each Fund's offering documents.
The management fee will be prorated for any capital contribution or
withdrawal/redemption by an investor in a Fund that is effective other than as of the
first day of a calendar quarter, and monthly with respect to the Tigris Fund. In the
event of a withdrawal or redemption, as applicable, by an investor in a Fund other
than as of the last day of a calendar quarter, V3CM will pay to the applicable Fund an
amount equal to the pro rata portion of the management fee, based on the actual
number of days remaining in such calendar quarter, and the applicable Fund will
distribute such amount to the withdrawing/redeeming investor. In the sole discretion
of V3CM, the management fee may be waived, reduced, or calculated differently with
respect to certain investors in a Fund.
In the event that the applicable Fund is dissolved or an investor withdraws or redeems,
as applicable, other than as of the end of a fiscal year, then for purposes of
determining the incentive allocation allocable at such time to the General Partner, net
capital appreciation will be determined as if such date was the end of the fiscal year,
subject to certain adjustments. In the sole discretion of the General Partner, the
incentive allocation may be waived, reduced or calculated differently with respect to
certain investors in a Fund.
The incentive allocation in respect of the Offshore Fund is allocated at the Trading
Fund level.
Management fees, incentive allocations and incentive fees that are paid or allocated
by the Funds to V3CM (in the case of the management fees and incentive fees) and
the General Partner (in the case of the incentive allocations) are generally deducted
from the assets of the Funds. As discussed above, management fees are generally
deducted on a quarterly basis in advance based on the net asset value of each Fund.
Incentive fees and incentive allocations, as applicable, are generally allocated on an
annual basis as of the end of each fiscal year.
The fee schedule for the Funds is omitted because this Brochure is delivered only to
qualified purchasers as defined in the 40 Act.
Expenses
The below expenses may not be applicable to all of the Funds. To the extent permitted
under the applicable offering documents, each Fund generally bears its own (and, in
the case of the Offshore Fund, indirectly the Trading Fund's) expenses including,
without limitation: the Funds bear their pro rata share of operating and other
expenses including, but not limited to, investment expenses (e.g., brokerage
commissions, expenses relating to short sales, clearing and settlement charges,
custodial fees, bank service fees, and interest and fees on margin loans) whether or
V3 Capital Management, L.P. Form ADV Part 2A
not the investments are consummated; professional fees and expenses related to
investments (including expenses of consultants, investment bankers, attorneys,
accountants, and other experts); fees and expenses relating to software tools and
programs or other technology utilized in managing the Funds (including third-party
software licensing fees and expenses, fees and expenses relating to implementation,
data management, and recovery services, custom development costs, and the cost of
accounting software packages); research-related expenses; research and market data
(including any computer hardware and connectivity hardware (e.g., telephone and
fiber optic lines) incorporated into the cost of obtaining such research and market
data); administrative expenses (including fees and expenses of the applicable Fund's
administrator); legal expenses; external accounting and valuation expenses; audit and
tax-preparation expenses; costs related to errors and omissions insurance for the
General Partner (in the case of the Domestic Fund, the Domestic (a) Fund and the
Tigris Fund), any advisory board, V3CM, and the members of the board of directors (in
the case of the Offshore Fund); costs of printing and mailing reports and notices;
entity-level taxes; regulatory-related expenses (including filing fees); organizational
expenses; expenses incurred in connection with the offering and sale of the interests
or shares in the Funds, as applicable, and other similar expenses related to the Funds;
indemnification expenses; and extraordinary expenses.
Item 12 further describes the factors that V3CM considers in selecting or
recommending broker-dealers for client transactions and determining the
reasonableness of their compensation (e.g., commissions).
More detailed information regarding a specific Fund’s terms, including fees,
allocations, and expenses, can be found in the applicable Fund’s offering documents.
Additional Compensation and Conflicts of Interest
Neither V3CM nor any of its supervised persons accepts compensation (e.g.,
brokerage commissions) for the sale of securities or other investment products.
V3 Capital Management, L.P. Form ADV Part 2A