Item 5. Fees and Compensation
BLKBRD will be compensated for its advisory services through Adviser Pass-Through Expenses
and the Incentive Fee (as defined below) in accordance with such Fund’s Offering Documents.
The Adviser may, in its sole discretion, reduce or waive the Adviser Pass-Through Expenses and/or
Incentive Fee with respect to any investor. Further information about fees and expenses for the
Funds are set forth below and described in more detail in each Client’s Offering Documents.
The discussion here in this Item is intended to provide a preliminary summary only and is qualified
in its entirety by reference to the Offering Documents of each Fund.
No Management Fee
The Funds will not pay a management fee to the Adviser, subject to the terms set forth in the
respective Offering Documents. Instead, the Fund (or the Funds) will be responsible for paying,
either directly or by reimbursing or otherwise paying the Adviser for all manner of start-up, ongoing
operational and other expenses of BLKBRD, including for the avoidance of doubt, routine expenses,
extraordinary expenses, operating expenses and capital expenditures of all types (collectively, the
“Adviser Pass-Through Expenses”), in each case, including such expenses incurred at or prior to
the formation of the Fund and prior to the initial closing of the Fund.
Organizational and Offering Expenses
The Fund will bear all of its organizational and offering expenses and its pro rata share of the
organizational and offering expenses of the Fund, in each case, including such costs incurred at or
prior to the formation of the Fund and prior to the initial closing of the Fund. Such organizational
and offering expenses will include, without limitation, all costs and expenses incurred in connection
with the Fund’s formation and the marketing, offering and sale of the Interests, including, but not
limited to, legal and accounting fees and expenses, registration fees, filing fees and all costs and
expenses incurred in connection with the preparation of offering and organizational documents,
marketing and similar materials, and drafting and negotiating contracts with service providers at or
prior to the formation of the Fund and prior to the initial closing of the Fund (collectively,
“Organizational and Offering Expenses”).
Fund Expenses
Each Fund will bear all of its operating expenses and its pro rata share of the operating expenses
of the Master Fund and all trading vehicles, including subsidiaries, intermediate funds and/or
special purpose vehicles through which the Master Fund invests or intends to invest (each such
trading vehicle, a “Fund Vehicle”, and such expenses, collectively, the “Fund Expenses”),
including such costs incurred at or prior to the formation of the Fund and prior to the closing of
the Fund, which expenses will include, without limitation:
(a) Organizational and Offering Expenses; (b) expenses associated with all investments and
transactions considered, evaluated and/or consummated by the Master Fund, or any such Fund
Vehicles, as well as overall consideration and evaluation of such entities’ portfolio, including,
without limitation, those expenses incurred before the initial closing of the Fund, 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, data and research on-boarding, ingestion, aggregation, and analysis, third-party
research, data, analytics, modeling, risk, structuring, pricing, execution and other third-party
information, technology, hardware, software or other technology systems, including, without
limitation, installation and maintenance, software and service fees (including, without limitation,
the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence
providers and reports); (c) the costs of research-related computer hardware and software expenses,
including, without limitation, Bloomberg terminals and subscriptions and other market information
systems, as well as the costs of research management systems and corporate access tracking
systems; (d) the costs of the Adviser’s portfolio management system and any other software used
for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions
relating to, among other things, trading and order management systems and services; (e) expenses
associated with holding, financing, monitoring, hedging, maintaining and disposing of all
investments and all transaction and other costs associated therewith, including, without limitation,
expenses associated with proxy research and voting services; (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, including, without limitation, fees, expenses and commission paid in connection with
outsourced trading; (i) expenses associated with legal and regulatory filings of the Fund, Master
Fund, or such Fund Vehicles in the United States, the Cayman Islands, or in any other jurisdiction,
including, without limitation, pursuant to Sections 13 and 16 of the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”), as well as the expenses associated with preparation and
filing of the Adviser’s Form 13F, Form 13H, and Form PF, if applicable, and any other similar filing
in any other U.S. or non-U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal,
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