Item 5. Fees and Compensation
Advisory Fees and Compensation
The Funds. The Funds pay the Adviser an asset-based investment management fee ranging from 0% to
1.00% per annum, all as further described in each Fund’s offering memorandum, as applicable (the
“Asset-Based Fee”). The Adviser charges each Fund the Asset-Based Fee in advance based on the net
asset value of the applicable Fund as of the first day of each calendar quarter or month, as applicable.
The Asset-Based Fee is prorated for any period that is less than a full quarter. Ategra GP, LLC, an affiliate
of the Adviser (the “General Partner”) is entitled to be paid annual performance-based compensation,
which is compensation that is based on a share of net capital appreciation of the assets of the Funds.
This performance-based compensation ranges from 0% to 20% and is subject to a loss carryforward.
Receipt of performance-based compensation, with respect to the Funds, is subject to a hurdle rate as
specified in each Fund’s offering memorandum. The Asset-Based Fee and performance-based
compensation are negotiable. The Funds waive, reduce or enter into alternative fee arrangements with
investors in the Funds who are principals, employees or affiliates of the Adviser, the General Partner,
relatives of such persons, and for certain large or strategic investors.
Payment of Fees
With respect to each Fund, the Asset-Based Fee is paid pursuant to instructions made by the Fund’s
administrator to deduct it from the Fund’s bank account and the performance based compensation paid to
the General Partner is structured as a reallocation of profits.
Other Fees and Expenses
In addition to paying the Asset-Based Fee and, if applicable, performance-based compensation, the
Funds are also subject to other expenses in accordance with the applicable Fund’s governing documents,
such as legal, accounting (including third-party accounting services), administration, auditing and other
professional fees and expenses, certain compliance and reporting expenses attributable to regulatory
filings (or portions thereof) that are made with respect to a Fund or the assets of a Fund (such as Section
13 and Section 16 filings and Form PF) and all compliance costs and expenses associated with the
Partnership in complying with the rules related to private fund advisers under the Investment Advisers Act
of 1940 (the “Advisers Act”), research expenses (including research-related travel), investment expenses
such as commissions and trading and support services (including payments to assisting brokers), trading-
related technology software costs deemed to benefit the Fund such as portfolio, order and risk
management systems, custodial fees, interest expenses, including interest on margin accounts, taxes,
duties and other governmental charges, transfer and registration fees or similar expenses, costs
associated with foreign exchange transactions, other portfolio expenses, bank service fees, and costs,
expenses and fees (including, investment advisory and other fees charged by investment advisers with,
or funds in, which the Fund invests), and other expenses related to the purchase, sale, preservation or
transmittal of client assets.
The allocation of expenses by the Adviser between it and any client and among clients represents a
conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented
policies and procedures for the allocation of expenses. The Adviser allocates expenses to each client in
accordance with the client’s arrangements with the Adviser (including applicable client disclosures). The
Adviser seeks to allocate shared expenses for products and services benefitting the Adviser and the
client and not covered in the client’s arrangements in a fair and reasonable manner. The Adviser
allocates common client expenses among multiple clients pro rata based on gross assets under
management as of the beginning of the quarter in which the expenses are incurred. The Adviser may
deviate from this standard allocation method if it determines that an expense disproportionately benefits a
particular client or group of clients.
In connection with managing a client’s investments or otherwise, the Adviser and its related persons may,
from time to time, receive income, including but not limited to, directors’ fees and certain other fees
(collectively, “Fee Income”). Prior to receiving any Fee Income, the Adviser or the relevant related person
must inform the Adviser’s Chief Compliance Officer. The Fee Income will be deemed additional
compensation to the Adviser and/or its related persons, and no client will benefit from this additional
compensation.
Prepayment of Fees
Investors in the Funds pay the Asset-Based Fee in advance. Pre-paid fees charged to the Adviser’s
clients will be refunded based on the number of days remaining in the quarter or month if a withdrawal is
made before the end of a quarter or month, as applicable.
More detailed information about the fees and expenses paid by client accounts may be found in the
governing documents of each client account.