v3.26.1
Manager and Transactions with Affiliates
3 Months Ended
Jun. 30, 2026
Manager and Transactions with Affiliates [Abstract]  
Manager and Transactions with Affiliates
3. Manager and Transactions with Affiliates
Management Fee
The Cayman Feeder Fund has entered into a management agreement (the “Management Agreement”) with the Manager.
Upon commencement of operations, the Partnership intends to invest substantially all of its assets into the Cayman Feeder Fund. In consideration for its investment management services, the Cayman Feeder Fund will pay the Manager a management fee (the “Management Fee”). As an investor in the Cayman Feeder Fund, the Partnership will indirectly bear a portion of the Management Fee paid by the Cayman Feeder Fund, but such fees will not be duplicated at the Partnership.
Incentive Fee
Upon commencement of operations, the Partnership intends to invest substantially all of its assets into the Cayman Feeder Fund. In remuneration for its portfolio management services and in addition to any other fees paid to the Manager under the Management Agreement, the Cayman Feeder Fund will pay the Manager an incentive fee (the “Incentive Fee”). As an investor in the Cayman Feeder Fund, the Partnership will indirectly bear a portion of the Incentive Fee paid by the Cayman Feeder Fund, but such fees will not be duplicated at the Partnership.
Expense Limitation Agreement
The Manager has entered into an Expense Limitation Agreement with the Partnership until March 31, 2027 (the “Limitation Period”), whereby the Manager has agreed to waive fees that it would otherwise be paid, and/or to reimburse expenses of the Partnership (a “Waiver”), if required to ensure certain annual operating expenses (excluding the Management Fee, Incentive Fee, any Servicing Fees and/or Subscription Fees, interest, taxes, brokerage commissions, fees and expenses charged to the Partnership by Investments, dividend and interest expenses relating to short sales, borrowing costs, merger or reorganization expenses, unitholder meetings expenses, litigation expenses, expenses associated with the acquisition and disposition of investments (including (i) with respect to unconsummated transactions, and (ii) interest and structuring costs for borrowings and line(s) of credit), expenses related to the winding up and liquidation of the Partnership, if applicable, certain insurance costs, and extraordinary expenses, if any; collectively, the “Excluded Expenses”) do not exceed 0.75% per annum of the Partnership’s net asset value (“NAV”), which may differ from GAAP NAV, calculated as of the last day of each month for each class of Units. The annual rate of 0.75% shall be calculated on a monthly basis by dividing 0.75% by 365 and multiplying the resulting daily rate by the actual number of days in the applicable month.
The General Partner determines the NAV monthly. The General Partner will prepare valuations with respect to each of the Partnership’s assets in accordance with its valuation policies and procedures (as may be amended from time to time in the General Partner’s sole discretion).
With respect to each class of Units, the Partnership agrees to repay the Manager any fees waived or expenses assumed or reimbursed under this agreement for such class of Units, provided the repayments do not cause Partnership Expenses (excluding Excluded Expenses) for that class of Units to exceed the expense limitation in place at the time the fees were waived and/or the expenses were assumed or reimbursed, or the expense limitation in place at the time the Partnership repays the Manager, whichever is lower. Any such repayments must be made within thirty-six months after the month in which the Manager waived the fee or assumed or reimbursed the expense. Expenses are subject to recoupment by the Manager after the commencement of operations. As the Partnership has not commenced operations as of June 30, 2026 and March 31, 2026, no reimbursed expenses are subject to recoupment.
The Manager may extend the Limitation Period for a period of one year on an annual basis, subject to approval of the General Partner after the initial Limitation Period expires.
Due to Affiliates
Due to affiliate represents expenses of the Partnership incurred in the ordinary course of business, which have been paid by and are reimbursable to the Aggregator. As of June 30, 2026, the Aggregator has paid $78,540 on behalf of the Partnership for organizational and offering costs primarily consisting of legal and audit fees in connection with the preparation of the initial registration statement and seed audit. The full amount is expected to be reimbursed to the Aggregator in August 2026.