Item 5 - Fees and Compensation
Management Fees
Each Investor should review the appropriate Governing Documents for the Funds in conjunction
with this brochure for more complete information on the applicable management fees.
The Adviser receives an annual management fee of 1.5% of assets under management. Management
fees are generally collected quarterly in advance. Founders class investors pay reduced fees, as
described in the Governing Documents of the Funds. The Adviser debits management fees directly
from the Funds’ accounts; the Funds’ investors are not invoiced for the Adviser’s services. The
management fees above are generally subject to waiver or reduction by 59 North Capital in its
sole discretion with certain investors. For example, investors in the Funds who are associated with
59 North Capital, such as its officers or employees, generally do not pay management fees though
they do pay their pro-rata share of private fund operating costs. The management fee may vary by
Client Account. The Governing Documents specify the fees applicable to each Client Account. The
SMA is also charged a management fee each quarter as described in the relevant Governing
Documents.
59 North Capital Management, LP Form ADV Part 2A: Firm Brochure
Other Expenses
The Master Fund will bear all expenses relating to its ongoing structure and operation, including: (i)
the management fee; (ii) all investment-related costs and expenses, i.e., expenses that, in the
Adviser’s sole discretion, are related to the investment of the Funds’ assets; (iii) fees and expenses
related to portfolio exposure and performance, management systems, risk management services
and software related to trade reconciliation, treasury, margin, financial and counterparty
management; (iv) the Funds’ legal, accounting, tax preparation and other tax-related expenses,
auditing, consulting and other professional expenses; (v) third-party administration costs, fees and
expenses; (vi) all fees and charges of custodians, clearing agencies and banks; (vii) compliance and
reporting expenses and expenses attributable to regulatory filings; (viii) the Adviser’s pro rata share
of related insurance costs; (ix) any taxes; (x) all costs and expenses incurred in attempting to protect
and enhance the value of the Funds; (xi) fees and expenses related to any activist-related activities;
(xii) any fees and expenses related to the Adviser’s liquidation, if applicable; (xiii) fees paid to proxy
and securities class action advisory firms; (xiv) expenses relating to the offer and sale of Interests
and withdrawals and transfers thereof; and (xv) other reasonable expenses related to the purchase,
sale, preservation or transmittal of the Fund’s assets.
Generally:
To the extent that any of the foregoing expenses relate to the operations of one or more other
funds or accounts managed by the Adviser or any of their respective affiliates, 59 North Capital
will attempt to allocate such expenses based on a good faith determination of the relative benefits
of such expenses to all such funds and accounts benefiting from such expenses. Any expense
common to any other private fund clients or accounts managed by the Adviser or its affiliates
generally will be paid pro rata by such entities based on the approximate size of the relevant
investment relating to such expense or otherwise on assets under management, as appropriate (or
in any other manner deemed fair and equitable by 59 North Capital, in its sole discretion).
The Adviser remains responsible for its overhead expenses of an ordinary and recurring nature,
such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for
furniture and fixtures, salaries and bonuses of its employees, employee insurance, employee
benefits and payroll taxes.
The Adviser has adopted policies and procedures intended to address trade errors to ensure that
the Clients are treated fairly. Subject to any contractual limitations set forth in the relevant Clients’
governing documents, the Adviser has discretion to resolve a particular error in a manner that it
deems appropriate and consistent with the Adviser’s policies and procedures.
For information on the Adviser’s brokerage and transaction costs, please see “Item 12 – Brokerage
Practices.”
Item 6 - Performance Fees and Side-By-Side Management
The Funds’ general partner, 59 North Partners GP, LP (the “General Partner”) receives an
annual performance incentive allocation (the “Incentive Allocation”) that ranges from 15% to
20% of net profits. Incentive Allocations are generally assessed annually and are subject to each
investor’s respective high water mark. The incentive Allocations are assessed directly against
investors’ capital account balances. Incentive Allocation and other fees described above are
generally subject to waiver or reduction by 59 North Capital in its sole discretion with certain
investors. For example, investors in the Funds who are associated with 59 North Capital, such as
59 North Capital Management, LP Form ADV Part 2A: Firm Brochure
its officers or employees, generally do not incur any performance fees. The performance fees may
vary by Client Account. The Governing Documents will specify the fees applicable to each Client
Account.
Generally:
The Adviser has adopted policies and procedures intended to address conflicts of interest that may
arise relating to the management of multiple Client accounts, including accounts with different fee
arrangements and the allocation of investment opportunities. The Adviser reviews investment
decisions for the purpose of ensuring that all accounts with substantially similar investment objectives
are treated equitably. It is the Adviser’s general policy to trade the portfolios of all Clients on a pari
passu basis based on relative capital. However, allocations may be made on a basis other than pro rata
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