Item 5 - Fees and Compensation
Our fees and compensation are described in the advisory contracts we enter into with our clients.
Separately managed accounts that we may manage are charged fees on a case-by-case basis, which
may include management fees and/or performance-based fees.
We generally deduct our management fees from client accounts monthly or quarterly. We generally
receive performance-based fees or allocations from client accounts on an annual basis in arrears and
upon redemptions by investors in the private investment funds we manage. Management fees and
performance-based fees or allocations are generally not refundable, including upon the termination of
the advisory contract.
All or part of our management fees or performance-based fees or allocations may be waived, reduced,
rebated, discounted or, with the consent of the applicable underlying client(s), calculated differently
by the Advisor from time to time in its discretion with respect to one or more underlying clients
(including affiliates and persons designated as insiders of the Advisor and/or the General Partner)
without notice to, or the consent of, the other clients. Such affiliates and/or insiders will be determined
by the Advisor in its discretion.
Funds generally bear all their own expenses, including, without limitation, the following: expenses
related to the research, due diligence, 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, any information technology
hardware, software and data subscriptions (such as Bloomberg and FactSet) or other technology
incorporated into the cost of obtaining and monitoring such research and market data); due diligence
expenses including, without limitation, consulting and appraisal fees; investment- and research-related
travel expenses (including first and business class fares); any outsourced trading provider fees;
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; broken deal expenses; and fees and expenses of third-party professionals, including, without
limitation, consultants, investment bankers, attorneys and accountants; (ii) organizational expenses
and expenses incurred in connection with the offering and sale of the Funds’ securities, including,
without limitation, the preparation of the Funds’ organizational and offering documents, the
Investment Management Agreement between the Funds and the Advisor and the Funds’ subscription
agreements, fees and expenses of the Advisor 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 expenses incurred in connection with
negotiating and complying with provisions of any side letter agreement with investors; (iii)
operational expenses, including, without limitation, the following: fees and expenses relating to
information technology hardware, software or other technology (including, without limitation, costs
of software licensing, implementation, data management and recovery services and custom
development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate
accounting functions, facilitate marketing, facilitate compliance with the rules of any self-regulatory
organization or applicable law (including, without limitation, reporting obligations) in connection
with the activities of the Funds, facilitate and manage the order execution of securities or otherwise
manage the Funds (such as portfolio management systems and order management systems); fees and
expenses of third-party risk management products, models and services; third-party administrative
fees and expenses, including fees and expenses of the Funds’ administrator and any middle office
service provider (including fees and expenses for conducting background checks on such service
providers); fees and expenses relating to the use third-party professionals, including, without
limitation, directors, consultants, valuation service providers, attorneys, accountants and tax
preparers; the costs of any litigation, or to the extent permitted under applicable law, investigation
involving activities of the Funds, including amounts paid in settlements thereof and attorneys’ fees;
third-party audit and tax preparation expenses; insurance expenses, including, without limitation,
directors and officers liability insurance, errors and omission insurance, and cybersecurity insurance
and liability insurance covering the Advisor and its members, partners, officers, employees and
agents, the Funds and each of the Funds’ directors and governance committee members (in each case,
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,
expenses related to the organization and conduct of directors’ and investors’ meetings (including,
without limitation, travel (including first and business class fares), lodging and meal expenses), and
director registration fees; fees and expenses associated with the Funds’ governance committees and
directors; costs of preparing and distributing reports and notices to investors (including the
development, implementation and maintenance of an investor electronic delivery site and/or system);
entity-level taxes; fees and expenses related to compliance with applicable law and regulations in
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