ITEM 5. Fees and Compensation
Management Fees
As provided under the governing documents and investment management agreement of the Private
Fund, Archon charges the Fund a management fee of 1% per year (the “Management Fee”), payable
quarterly in arrears based on the net assets of each Private Fund as of the beginning of the quarter.
Archon deducts the Management Fee from the Private Fund’s prime brokerage account.
Performance Allocation
Except as provided below and as described in greater detail in the Private Fund’s offering
documents, Archon, through an affiliate that serves as the general partner of the Private Fund, is
entitled to a performance allocation (the “Performance Allocation”) equal to 10% of the net profits
of the Fund. The Performance Allocation is allocated as of the close of each calendar year and as
of any date on which an investor redeems all or a portion of its investment from the Private Fund.
The Performance Allocation is accrued monthly based on the year-to-date performance of each
series and class of the Private Fund. The Performance Allocation is subject to a cumulative loss
recovery provision (i.e., a “high water mark”) whereby net profits must exceed any balance in the
loss recovery account before the performance allocations apply. When an investor partially redeems
from the Private Fund, the loss recovery account is reduced pro rata, based on the size of the
redemption relative to the total capital account balance of the investor.
The Management Fee and Performance Allocation are not negotiable; however, Archon has the
authority to reduce, waive, or otherwise amend the Management Fee and Performance Allocation
for certain investors of the Private Fund, including, without limitation, investors who are directors,
employees, or principals of Archon or its respective affiliates. In addition, the general partner of
the Private Fund does not incur Performance Allocation for any investments it has made in the
Private Fund.
Finally, Archon has the discretion to agree with investors in the Private Fund to waive or modify
the application of provisions or investment terms applicable to such investors in a “side letter” or
any other manner, without obtaining the consent of any other investor in the Fund, unless an
investor’s rights would be materially and adversely impacted by such waiver or modification, such
as a waiver of Archon’s requirement to provide annual audited financial statements to each fund
investor not later than 120 days after the Fund’s fiscal year end. Please see the Confidential Offering
Memoranda or Confidential Private Placement Memoranda of the Private Fund, as the case may be
(each, a “PPM”), for further information about Archon’s discretion to waive or modify the
application of provisions or investment terms generally applicable to investors.
Other Costs and Expenses
Archon is responsible for and pays, or causes to be paid, all its Overhead Expenses, except as
described below. For this purpose, “Overhead Expenses” for a fiscal year include all rent,
secretarial, office equipment, office supply, telephone, utility and similar expenses of operating the
office of Archon, and salaries and other compensation to officers and employees of Archon for work
performed on the Private Fund’s behalf (including business travel and salaries and compensation
that relate to identifying, evaluating and investigating proposed investments of the Private Fund).
The Private Fund pays, or reimburses Archon or the general partner, for all other costs and expenses
of the Private Fund’s investment activities and of the yearly operation of the Private Fund including,
without limitation, transaction costs (e.g., brokerage fees, filing fees, and associated legal and
accounting fees) 2 and ongoing research and related costs attributable to investments of the Private
Fund. The Private Fund has paid for its organizational expenses, including legal and accounting
fees (and related disbursements and other charges) incurred in connection therewith, and expenses
relating to the initial offering of interests in the Fund.
Finally, to the extent that the Private Fund invests in mutual funds or exchange traded funds, which
incur their own separate layer of management, trading, administrative, and other expenses, Private
Fund investors incur two distinct layers of fees on the amount invested – one layer charged by
Archon and one layer charged by the mutual funds or exchange traded funds.
Withdrawal Fees
Investors may not withdraw any part of their capital account balance within the first 12 months of
becoming an investor in the Private Fund; any such withdrawals are subject to a withdrawal fee of
up to 2% of the amount withdrawn. The general partner has the authority to waive this fee.