Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fees
BlackBarn is paid an investment management fee (“Management Fee”) per annum of the net asset
value of the Funds.
BlackBarn Capital Partners LP Form ADV Part 2A Brochure
The Management Fee ranges from 1% to 1.5%.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for any
Investor.
Other Types of Fees or Expenses
BlackBarn Capital Partners LP is authorized to incur and pay in the name and on behalf of the Funds
all expenses which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative
and overhead expenses, including, without limitation, all costs and expenses related to rent,
furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits
paid to, or on behalf of, personnel of the Firm.
The Funds bear all other expenses, which include, without limitation, the following expenses incurred
by or allocable to the Funds: (a) organizational and offering expenses; (b) expenses associated with
all investments and transactions considered, evaluated and/or consummated by the Funds, including,
without limitation, those expenses incurred before the initial closing of the Funds, including, without
limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and
structuring of investments and potential investments, whether or not consummated, including,
without limitation, third‐party research, data, analytics, modeling, structuring, pricing, execution and
other third‐party information systems, software and service fees (including, without limitation, the
expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers,
and reports); (c) research‐related computer hardware and software expenses, including, without
limitation, Bloomberg terminals; (d) the Funds’ pro rata share of the Firm’s order management system,
portfolio management system and any other software used for accounting and/or monitoring of the
portfolio; (e) expenses associated with holding, financing, monitoring, hedging, maintaining and
disposing of all investments of the Funds and all transaction and other costs associated therewith; (f)
travel and related expenses associated with investments and potential investments; (g) professional
fees associated with investments and potential investments, including, without limitation,
consulting, due diligence, accounting, valuation, financial, legal, and other advisory fees and
expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and settlement
charges and similar fees and expenses associated with the acquisition, disposition and settling of
investments and potential investments; (i) expenses associated with legal and regulatory filings of the
Funds (including, without limitation, pursuant to Section 13 and 16 of the Securities and Exchange Act
of 1934, as amended (the “Exchange Act”)) and the Funds’ pro rata portion of the expenses associated
with preparation of the Firm’s Form 13F, Form 13H and Form PF, and any other similar filing in any
other U.S. or non‐U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal,
regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Funds’
operations, investments and transactions, including, without limitation, fees and expenses of the
Funds’ administrator; (k) expenses incurred in connection with responding to requests or inquiries
from any U.S. federal, state, local or non‐U.S. governmental entity or authority, regulatory body or
self‐regulatory organization and all extraordinary expenses; (l) broken‐deal, failed transaction, break‐
up and similar fees, costs and expenses, if any; (m) costs and expenses of leverage or any other
borrowings of the Funds, including, without limitation, interest charges and fees; (n) expenses incurred
BlackBarn Capital Partners LP Form ADV Part 2A Brochure
in the collection of monies owed to the Funds, as applicable; (o) auditing and accounting expenses of
the Funds, including, without limitation, expenses associated with the preparation of financial
statements, tax returns and Schedules K‐1 and the fees and expenses of the auditor; (p) any entity
level taxes, fees or other governmental charges on the Funds, including, without limitation, any
withholding taxes not due to the status or noncompliance of a particular Investor; (q) costs and
expenses associated with investor communications and reports and the delivery thereof to investors;
(r) the costs of service providers or software to measure or monitor risk metrics, to aggregate
positions and/or to provide reporting with respect to risk metrics and/or positions; (s) costs and
expenses associated with meetings of the Investors; (t) insurance expenses; including, without
limitation, directors’ and officers’ liability insurance, general partner liability insurance, errors and
omissions insurance and other policies, if any; (u) costs and expenses (including, without limitation,
entity‐level taxes, fees or other governmental charges) associated with the formation, organization
and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding
company, or similar entity formed with respect to investments, credit facilities or other transactions
entered into for the benefit of the Funds; (v) wind‐up, liquidation, termination and dissolution
expenses; (w) costs, fees and expenses related to registration, qualification and/or exemption under
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