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 is provided below.
1. Domestic Fund
Management Fee. Generally, the Domestic Fund pays the Investment Adviser a fee
for investment management services (the "Management Fee") for each fiscal quarter based
upon combined total fee-paying assets under management (“Fee AUM”) across all funds
advised by the Investment Manager between 0.125% (when the fee-paying AUM is >$2.5B)
and 0.375% (when the fee-paying AUM is <=$1B) and 0.50-1.50% per annum. The
Management Fee is calculated and paid in advance but is amortized monthly by the Domestic
Fund over the quarter for which such Management Fee is paid.
The Management Fee will be prorated for any capital contribution or withdrawal by
an investor that is effective other than as of the first day of a quarter. In the event of a
withdrawal by an investor other than as of the last day of a quarter, the Investment Adviser
will pay to the Domestic Fund an amount equal to the pro rata portion of the Management
Fee, based on the actual number of days remaining in such quarter, and the Domestic Fund
will distribute such amount to the withdrawing investor. The Investment Adviser, in its sole
discretion, may elect to reduce, waive or calculate differently the Management Fee with
respect to any employee or affiliate of the Investment Adviser, or any family member or
estate planning vehicle of such person. The Fund General Partner will not be charged the
Management Fee.
Incentive Allocation. Generally, at the end of each fiscal year of the Domestic Fund,
the Fund General Partner is entitled to an incentive allocation (the "Incentive Allocation") in
an amount equal to 15% of the net capital appreciation (which includes both realized gains
and losses and unrealized appreciation and depreciation of securities held in the Domestic
Fund's portfolio) allocated to an investor's capital account for such fiscal year after deducting
the Management Fee debited to such investor's capital account for such fiscal year, subject to
a loss carryforward mechanism.
In the event that the Domestic Fund is terminated, or an investor withdraws other than
at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable
at such time to the Fund General Partner, net capital appreciation will be determined as if
such dates were the end of the fiscal year, subject to certain adjustments. The Fund General
Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Incentive
Allocation with respect to any employee or affiliate of the Investment Adviser, or any family
member or estate planning vehicle of such person.
2. Offshore Fund
Management Fee. Generally, the Offshore Fund pays the Investment Adviser a
Management Fee for each fiscal quarter based upon combined total fee-paying assets under
management (“Fee AUM”) across all funds advised by the Investment Manager between
0.125% (when the fee-paying AUM is >$2.5B) and 0.375% (when the fee-paying AUM is
<=$1B) and 0.50-1.50% per annum. The Management Fee is calculated and paid in advance
but is amortized monthly by the Offshore Fund over the quarter for which such Management
Fee is paid.
The Management Fee will be prorated for any subscription or redemption by an
investor that is effective other than as of the first day of a quarter. In the event of a
redemption by an investor other than as of the last day of a quarter, the Investment Adviser
will pay to the Offshore Fund an amount equal to the pro rata portion of the Management
Fee, based on the actual number of days remaining in such quarter, and the Offshore Fund
will distribute such amount to the redeeming investor. The Investment Adviser, in its sole
discretion, may elect to reduce, waive or calculate differently the Management Fee with
respect to any employee or affiliate of the Investment Adviser, or any family member or
estate planning vehicle of such person. The Fund General Partner will not be charged the
Management Fee.
Incentive Allocation. Because all of the Offshore Fund's investible assets will be
invested in the Offshore Mini-Master Fund, any appreciation and depreciation of the
Offshore Fund's net asset value will be based on the net capital appreciation or net capital
depreciation of the Offshore Mini-Master Fund's assets.
Generally, at the end of each fiscal year, the Fund General Partner is entitled to
receive an Incentive Allocation (together with the Incentive Allocation from the Domestic
Fund, the "Performance Compensation") in an amount equal to 15% of the net realized and
unrealized appreciation in the net asset value of the Offshore Mini-Master Fund
corresponding to a series of shares in the Offshore Fund, adjusted for any redemption of
shares in the series made during the year and any accruals of the Incentive Allocation and
subject to a loss carryforward mechanism.
In the event that shares are redeemed other than at the end of a fiscal year, the
Incentive Allocation will be determined solely with respect to the shares so redeemed as of
the redemption date. The Fund General Partner, in its sole discretion, may elect to reduce,
waive or calculate differently the Incentive Allocation with respect to any employee or
affiliate of the Investment Adviser, or any family member or estate planning vehicle of such
person.
B. Payment of Fees.
Fees and compensation paid to the Investment Adviser or its affiliates by the Funds
are generally deducted from the assets of such clients. As discussed above, Management
Fees are generally deducted on a quarterly basis and Performance Compensation is generally
deducted on an annual basis.
C. Additional Fees and Expenses.
...