Item 5: Fees and Compensation
The fees applicable to each Fund will be set forth in detail in the corresponding Offering Documents. A
brief summary of such fees is provided below.
Management Fee
Annapurna is paid a management fee (“Management Fee”) per month of the net asset value of the
Funds. The Management Fee is calculated and paid in advance within 10 days of the first day of each
month. The Management Fee ranges from 1.25% to 2.0% per annum.
The Firm, in its sole discretion, may waive, reduce or calculate differently the Management Fee for any
Investor of a Fund.
Performance Compensation
The Firm or its affiliates may also be entitled to a performance based compensation. The performance
based compensation or “Incentive Allocation” ranges from 15% to 20%, subject to each Fund’s
Offering Documents.
The Firm or its affiliates, in their sole discretion, may waive, reduce or calculate differently the Incentive
Allocation for any investor of a Fund.
Expenses
In addition to paying investment Management Fees and/or Incentive Allocations to the Firm or its affiliate,
each Fund will bear all of its operating and its pro rata share of the operating expenses of its “master fund”
(as applicable), including subsidiaries, intermediate funds and/or special purpose vehicles through which
such Fund invests or intends to invest (collectively, the “Fund Expenses”), including such costs incurred
at or prior to the formation of such Fund and prior to the initial closing date of such Fund, which expenses
will include, without limitation:
(a) all costs and expenses incurred in connection with such Fund’s and its master fund’s formation and the
marketing, offering and sale of the interests or shares in such Fund, including, but not limited to, legal
and accounting fees and expenses, registration fees, filing fees and all costs and expenses incurred in
connection with the preparation of offering and organizational documents, due diligence questionnaires,
marketing and similar materials, and drafting and negotiating contracts with service providers, in each
case, at or prior to the formation of such Fund or prior to the initial closing of such Fund;
(b) expenses associated with all investments and transactions considered, evaluated and/or consummated
by such Fund, or any other trading vehicles, including subsidiaries, intermediate funds and/or special
purpose vehicles, as well as overall consideration and evaluation of such entities’ portfolio, including,
without limitation, those expenses incurred before the initial closing date of the Funds, including, without
limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and
structuring of investments and potential investments, whether or not consummated, including, without
limitation, data and research on-boarding, ingestion, aggregation, and analysis, third-party research, data
(including “big data” or “alternative data”), analytics, modeling, risk, structuring, pricing, execution and
other third-party information, technology, hardware, software or other technology systems, including,
without limitation, installation and maintenance, software and service fees (including, without limitation,
the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence
providers and reports);
Annapurna Capital Management LP Form ADV Part 2A Brochure
(c) the costs of research-related computer hardware and software expenses, including, without limitation,
Bloomberg terminals and subscriptions and other market information systems, as well as the costs of
research management systems and corporate access tracking systems;
(d) the costs of the Firm’s portfolio management system and any other software used for accounting
and/or monitoring of the Fund’s portfolio, including, without limitation, subscriptions relating to, among
other things, trading and order management systems and services;
(e) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all
investments and all transaction and other costs associated therewith, including, without limitation,
expenses associated with proxy research and voting services;
(f) travel and related expenses associated with investments and potential investments;
(g) professional fees associated with investments and potential investments, including, without limitation,
consulting, due diligence, accounting, valuation, financial, legal and other advisory fees and expenses;
(h) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar
fees and expenses associated with the acquisition, disposition and settling of investments and potential
investments, including, without limitation, fess, expenses and commission paid in connection with
outsourced trading;
(i) expenses associated with legal and regulatory filings of such Fund, including subsidiaries, intermediate
funds and/or special purpose vehicles, in the United States, the Cayman Islands, or in any other
jurisdiction, including, without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as well as the expenses associated with preparation and filing
of the Firm’s Form 13F, Form 13H, and Form PF, if applicable, and any other similar filing in any other
U.S. or non-U.S. jurisdiction;
(j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and
similar fees, and expenses associated with each Fund’s or other trading vehicles’, including subsidiaries’,
intermediate funds’ and/or special purpose vehicles’, operations, investments and transactions, including,
without limitation, fees and expenses of such Fund’s administrator;
k) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state,
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