Item 5: Fees and Compensation
Generally, each Client pays Asturias an annual management fee (the “Management Fee”). The Management
Fee is payable quarterly in advance calculated in accordance with the methodology set forth in the applicable
investment management agreement or governing fund documents. Asturias and its affiliates reserve the right
to waive or reduce Management and Incentive Fees for certain individuals or entities, as may be determined
in Asturias’s sole discretion.
As set forth in the applicable investment management agreement or fund governing documents, Asturias
charges each Client a fee consisting of one or more of an asset-based management fee, an incentive fee, and
a fixed fee. Fee rates and calculation methodologies are set forth in the applicable investment management
agreement or governing documents of the fund. Generally, Asturias charges management fees between 1.0 –
1.5% per year and an incentive fee ranging from 15 – 20%.
In the event a Client terminates during a quarter and has paid management fees in advance, such pre-paid
management fees will be refunded to the Client on a pro rata basis based on the number of days the account
was managed during the quarter. Any such refund will be made within 30 days.
Clients also bear trading costs, such as brokerage commissions, soft dollars, and other trading costs. Please
review Item 12: Brokerage Practices for additional information.
The Asturias Funds will generally bear the following expenses, either directly or through the Master Fund:
(i) expenses related to the research, execution and monitoring of actual and prospective investments (whether
or not consummated) and the consummation of investments, including, without limitation, the following:
third-party investment sourcing fees; consulting fees; fees and expenses of and related to obtaining research
and market data (including, without limitation, data subscriptions (such as Bloomberg)); due diligence
expenses including, without limitation, consulting and appraisal fees; investment and research related travel
expenses; outsourced trading provider fees (currently Tourmaline Partners, LLC); brokerage and prime
brokerage fees, commissions and expenses; expenses relating to borrowing securities to be sold short;
clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and other
borrowing costs; fees and expenses of proxy research and voting services; and fees and expenses of third-
party professionals, including, without limitation, consultants, investment bankers, attorneys and
accountants; (ii) organizational and offering fees and expenses, including preparation of the Private
Placement Memorandum, the Limited Partnership Agreement, the Investment Management Agreement and
the Subscription Agreement; fees and expenses of the Investment Manager incurred in connection with
“world sky” matters and private placement regimes, including the European Alternative Investment Fund
Managers Directive, and Form D and blue sky and similar fees and expenses, and (iii) operational expenses,
including, without limitation, the following: front-office systems, including order management systems and
third-party risk management products, models and services; third-party administrative fees and expenses,
including fees and expenses of the Administrator (as defined below) and any middle office service provider;
fees and expenses of third-party professionals, including, without limitation, consultants, valuation service
providers, attorneys, accountants and tax preparers; the costs of any litigation or investigation involving
activities of the Funds, including amounts paid in settlements thereof and attorneys’ fees; third-party audit
and tax preparation expenses; the Funds’ allocable share of insurance expenses, including, without limitation,
premiums for cybersecurity insurance and liability insurance (including directors and officers liability
insurance and errors and omission insurance) covering the Funds, the General Partner, the Investment
Manager and the members, partners, officers, employees and agents of any of them, and each member of the
Governance Committee (even if such insurance covers conduct for which indemnity would not be available
from the Funds); fees and expenses associated with investor and director meetings (including, without
limitation, travel-related expenses); fees and expenses associated with the Governance Committee; costs of
preparing and distributing reports and notices to investors; entity-level taxes; fees and expenses related to
compliance with applicable law and regulations in connection with the activities of the Funds, including,
without limitation, any governmental, regulatory, licensing, filing or registration fees or taxes (including,
without limitation, fees and expenses incurred in connection with filings for the Foreign Account Tax
Compliance Act provisions of the United States Hiring Incentives to Restore Employment Act of 2010,
filings pursuant to Automatic Exchange of Information and the preparation and filing of Form PF, Section
13 filings, Section 16 filings and other similar regulatory filings); extraordinary expenses, including, without
limitation, the following: litigation expenses, the cost of settlements and indemnification expenses (including
advances thereof); fees and expenses incurred in connection with any tax audit by any U.S. federal, state or
local authority, including, without limitation, any related administrative settlement and judicial review; and
fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of
any of the Funds.
The Investment Manager and/or the General Partner may, in their discretion, waive their right to be
reimbursed for any of the foregoing expenses for any period of time. Generally, all expenses of the Funds
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