Item 5: Fees and Compensation
The fees applicable to each Client are set forth in detail in the respective offering and
organizational documents of the Funds (“Governing Documents”). A brief summary of
Client fees is provided below.
Management Fee
Athanor is paid an aggregate fixed management fee (the “Management Fee”) for its
services, calculated and payable in advance as of the first business day of each month at
a rate equal to a percentage of net asset values.
The precise amount of, and the manner and calculation of, the Management Fee for each
Client is disclosed in the respective Governing Documents of such Client. The Investment
Manager may reduce, waive or calculate differently the Management Fee with respect to
any Investor. The Investment Manager generally intends to waive the Management Fee
for employees of the Investment Manager and certain affiliates and estate‐planning
vehicles thereof.
Performance Allocation
For each fiscal year, the general partners of the Funds (the “General Partners”) will be
entitled to a performance allocation (the “Performance Allocation”) that is a percentage
of any net profit allocable to each Investor’s capital account for such fiscal year in excess
of any loss recovery with respect to such Investor’s capital account, adjusted for
subscriptions, redemptions and distributions as described in the respective Fund’s
Governing Documents.
Performance Allocations will be allocated from Investors’ capital accounts as of the close
of each fiscal year (and as of each other date on which a General Partner determines it is
appropriate or necessary to make a determination of the Performance Allocation with
respect to an Investor, including a date on which an Investor withdraws all or a portion of
its capital account).The General Partners may reduce, waive or calculate differently the
Performance Allocation with respect to any Investor. The General Partners generally
intend to waive the Performance Allocation for employees of the Investment Manager
and certain affiliates and estate‐planning vehicles thereof. In addition, in consideration
for its initial capital contribution, the Strategic Investor is entitled to receive additional
revenue and allocations calculated by reference to the Management Fees and
Performance Allocation.
Other Types of Fees or Expenses
The Investment Manager and its affiliates are authorized to incur and pay in the name and
on behalf of Clients all expenses which they deem necessary or advisable. With respect
to certain series of the Funds (each, a “Series”) and with respect to other Clients, the
Investment Manager will be responsible for and shall pay, or cause to be paid, all
Athanor Capital, LP Form ADV Part 2A
Overhead Expenses that are not Fund expenses. Generally, “Overhead Expenses” borne
by the Investment Manager include expenses such as rent, utilities, charges for furniture,
fixtures and office equipment, employee benefits including insurance, payroll and other
taxes and compensation (and related costs) of all Investment Manager employees.
Generally, and except as set forth in the Governing Documents of the applicable Client, a
Client shall bear all expenses, fees, charges, taxes and liabilities incurred or arising in
connecting with the formation and conduct of the affairs of such Client, or in connection
with the management thereof that are not Overhead Expenses (“Client Expenses”)
including, but not limited to: the payment of the Management Fee and the allocation of
the Performance Allocation or the Performance Fee to the Investment Manager or the
applicable General Partner; legal, accounting, bookkeeping, tax compliance, auditing,
consulting and other professional expenses and expenses of other service providers,
including those of valuation firms, appraisers and prime brokers (if any), in all cases, either
ordinary or extraordinary (and in all cases including related indemnities); administration
fees and other expenses charged by or relating to the services of third‐party providers of
administration services (including related indemnities); third‐party and out‐of‐pocket
research expenses, market data expenses (including, without limitation, news, quotation,
statistics and pricing services), hardware, software, databases and other technical
services and equipment, used in investment, order and portfolio management activities
and processes; consulting fees and analysis expenses in connection with investigating and
monitoring potential and existing investments; fees and expenses, including interest
(including, without limitation, commitment, structuring, refinancing and underwriting
fees) on margin loans, committed loan facilities, total return swaps and other
indebtedness; bank service, custodial and similar fees; fees and expenses related to the
analysis, purchase, monitoring, custody, holding, restructuring, transfer, settlement, sale,
transmittal, maintenance and/or administration of such Client’s investments (directly or
through trading affiliates) and other investment‐related expenses (including, but not
limited to, research and due diligence costs) including, but not limited to, such expenses
relating to the use of legal counsel or consultants whether or not the investments to
which they relate are consummated; expenses associated with activist investment
activities (including public relations, tender offer, and proxy solicitation, as well as fees and
expenses related to filings under the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”), the Hart‐Scott‐Rodino Antitrust Improvements Act of 1976 and
other applicable law); third‐party and out‐of‐pocket fees and expenses relating to
systems and software used in connection with the operation of such Client and
investment related activities (including, without limitation, any accounting, risk
management, trading and administrator‐like functions that the Investment Manager
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