Item 5 – Fees and Compensation
Items 5.A. and 5.B.
West Side’s current fee structure for the Funds, other pooled investment vehicles sub‐advised by the Firm, is
summarized below. Fees are subject to negotiation in certain circumstances and in West Side’s or the relevant
general partner’s sole discretion.
The master funds for West Side’s Funds pay West Side a management fee accruing daily and calculated and
payable monthly in arrears, which, depending on the share class will generally be in the range of 0.083% (1.00%
on an annualized basis) to 0.166% (2.00% on an annualized basis) of the specific master fund’s net assets, each as
determined and calculated as of the last day of the applicable calendar month, appropriately adjusted to reflect
contributions, redemptions and distributions during the month. The management fee, when paid, reduces the
capital account of the series of units to which it relates and accordingly, the net asset value (“NAV”) of the
corresponding series of units in the master fund will be equally reduced. For the purpose of determining the
management fee payable as of a particular date, the Funds’ master funds’ capital accounts as of such date are not
reduced to reflect any accrued incentive allocation that is allocated to a capital account as of such date. In addition,
the management fee will be appropriately prorated for any period that is less than a full calendar month.
Notwithstanding the foregoing, West Side will not be paid a management fee by the Loan Fund Master until the
first calendar month‐end as of which the NAV of the Loan Fund Master exceeds $20 million. This management fee
waiver has been applied retroactively to the Loan Fund’s inception.
West Side, a Funds’ general partner, or the board of directors of each offshore fund, as the case may be, may
respectively, in its sole discretion, waive or impose different fees on any limited partner (regardless of the class of
units held by such limited partner), as may be agreed to by West Side, the applicable general partner and/or board
of directors on the one hand and such limited partner on the other hand, without notice to other limited partners.
Such action may be taken, including, without limitation, by means of a rebate or issuance of a new class of units,
as may be agreed to by West Side, the general partner or board of directors and such limited partner, without
notice to other limited partners. If necessary, the applicable general partner or board of directors may make
appropriate amendments to the partnership agreement and in its capacity as general partner or board of directors
of the Fund may make appropriate amendments to the partnership agreement of the applicable Fund’s master
fund, to reflect any such fee arrangement. To the extent that Funds’ master fund is unable to pay the management
fee in cash, it will accrue as a debt of the applicable Funds’ master fund due to West Side, together with interest
at the broker’s call rate as in effect from time to time during the relevant period, which interest shall be added to
the management fee, provided that West Side shall be paid for any accrued management fees not later than
March 15th following the end of the calendar year with respect to which such management fees accrue.
At the close of business on the last day of each fiscal quarter (or annually, depending on the Fund and share class)
of the Funds, the applicable general partner (in its capacity as general partner of a Fund’s master fund) will be
entitled to receive an incentive allocation which will generally equal 20%, 17.5% or 15% (depending on share class)
of the aggregate net investment profits, both realized and unrealized, in the account (after the deduction of
expenses and management fees but before deducting the incentive allocation accrual) and is subject to a high
watermark for each limited partner. The incentive allocation accrues daily and is credited to the incentive
allocation account as of the close of business on the last day of the applicable period. The incentive allocation may
be subject to specified hurdle rates of returns as may be agreed to by the general partner and the applicable
limited partner. In the event of an intra‐quarter or intra‐year redemption, any accrued incentive allocation will be
credited to the incentive allocation account upon redemption.
Investors in any fund that West Side may advise in the future or in additional classes of interests of existing funds
may bear different fees than those described above.
West Side does not have a standard fee structure for managed accounts and may negotiate fees with break‐points,
or performance based incentives with or without additional features such as high water marks.
Item 5.C.
Investors in each Fund’s feeder funds will bear not only the management fee and incentive allocation, but also
other expenses, such as, but not limited to, organizational expenses, initial and ongoing offering expenses,
brokerage, custodial, audit, legal, regulatory, administration fees, and other fund related expenses. Each feeder
fund will each bear, through their investment in their related master fund, a pro rata portion of its master fund’s
expenses. West Side is eligible for reimbursement of certain expenses described in the applicable offering
memoranda, supplements, if any, and audited financial statements for details. Investors in any fund that West
Side may advise in the future may bear different expenses.
As noted in Item 4.B, Loan Fund Offshore is currently, and has been dormant since 2017, , , and currently has no
expenses to bear.
To the extent that fees and expenses of the Funds (including management fees) are identifiable with a particular
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