Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below. All defined terms are as defined
in the relevant Offering Documents.
Management Fee
14B is paid an investment management fee (“Management Fee”) equal to a percentage
multiplied by the net asset value as of the beginning of such month. The Funds calculate and
pay the Management Fee in advance.
The Firm, in its sole discretion, may waive or modify the Management Fee for any Investor.
Other Types of Fees or Expenses
14B is authorized to incur and pay in the name and on behalf of the Funds all expenses which
they deem necessary or advisable.
The Funds will bear its own expenses and its pro rata share of the Funds’ expenses and any
trading vehicle’s expenses, including the following: (i) the Management Fee; (ii) expenses
related to the research, due diligence and monitoring of actual and prospective Fund
investments (whether or not consummated) and the consummation of Fund investments,
including the following: third-party investment sourcing fees; fees and expenses related to
obtaining research and market data (including any information technology hardware, software
or other technology incorporated into the cost of obtaining such research and market data,
and expenses related to obtaining, processing and analyzing “big data” or “alternative data”);
due diligence expenses including consulting and appraisal fees; travel expenses; brokerage,
prime brokerage and futures commission merchant fees, commissions and expenses; clearing
and settlement charges; custodial fees and expenses; bank service fees; interest expenses and
fees related to financings or refinancings; fees and expenses of proxy research and voting
services; and fees and expenses of third-party professionals, including consultants, investment
bankers, attorneys and accountants; (iii) organizational and reorganizational expenses; and (iv)
operational expenses, including the following: fees and expenses relating to information
technology hardware, software or other technology (including costs of software licensing,
implementation, data management and recovery services and custom development) used to
research investments, evaluate and manage risk, facilitate valuations, facilitate accounting
functions, facilitate compliance with the rules of any self-regulatory organization or applicable
law (including reporting obligations), facilitate and manage the order execution of securities
by the Funds or any trading vehicle or otherwise manage the Funds, the Funds or any trading
vehicle, such as Bloomberg terminals, portfolio management systems, risk management
systems and order management systems; fees and expenses of third-party risk management
products, models and services; third-party administrative fees and expenses; fees and
expenses of third-party professionals, including consultants, valuation service providers,
attorneys and accountants; the costs of any litigation or investigation involving activities of the
Funds, the Funds or any trading vehicle; third-party audit and tax preparation expenses;
insurance expenses, including premiums for cybersecurity insurance and liability insurance
covering the Firm, the General Partner and the members, partners, managers, officers,
employees and agents of any of them, each member of the Board of Directors, and each
member of any Advisory Committee; fees and expenses (including director registration fees)
of the Funds, the Funds’ and any trading vehicle’s
14B Capital Management LP Form ADV Part 2A Brochure
directors and officers (including any AML Officers); fees and expenses of any Advisory
Committee; costs of preparing and distributing reports and notices; taxes; expenses incurred
in connection with negotiating and complying with provisions of any Side Letter Agreement;
fees and expenses related to compliance with the rules of any self-regulatory organization or
applicable law in connection with the activities of the Funds, the Funds or any trading vehicle,
including any governmental, regulatory, licensing, filing or registration fees or taxes (including
fees and expenses incurred in connection with the preparation and filing of (as, and if,
applicable), Form PF, Annex IV, Section 13 filings, Section 16 filings and other similar regulatory
filings); expenses incurred in connection with the offering and sale of the Shares and other
similar expenses related to the Funds (excluding fees payable to any placement agent);
extraordinary expenses, including the following: indemnification expenses; fees and expenses
incurred in connection with any tax audit by any taxing authority, including any related
administrative settlement and judicial review; and fees and expenses incurred in connection
with the reorganization, dissolution, winding up or termination of the Funds, or any trading
vehicle.
In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata
basis with respect to the size of such Investor’s capital account(s) or with respect to the
relative net asset value of the shares held by such Investor, as applicable.
Notwithstanding the foregoing, the Funds’ general partner (“Funds’ General Partner”) and/or
the Firm, as applicable, may specially allocate the expenses described herein in any other
manner, including by allocating certain expenses to certain (but not all) Investors, if the Funds’
General Partner and/or the Firm, as applicable, reasonably determines, in its discretion, that
it is more equitable to do so.
To the extent that expenses to be borne by the Funds are paid by the Firm or the Funds’
General Partner, the Funds will reimburse the Firm or its affiliates for such expenses. We may
waive any such reimbursement with respect to any Fund expenses. Any waiver by us for
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