Offshore Adjustment definition

Offshore Adjustment means, with respect to each Offshore Fund and for any period not greater than one fiscal year of such Offshore Fund, (a) the sum of (i) the net assets in such Offshore Fund on each date as of which the net assets are determined multiplied by (ii) the Offshore Fund Fee Rate in effect for such Offshore Fund as of each such date during such period as of which the net assets are determined, divided by (b) the number of times during such period the net assets of such fund are determined, multiplied by (c) a fraction, the numerator of which is the number of days in such period and the denominator of which is 365 or 366, as the case may be.