Item 5. Fees and Compensation
Our fees and compensation are described in our clients’ Governing Documents. All of our clients are
“qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as
amended).
We are paid management fees from the Funds quarterly in advance. Management fees are prorated in
the case of a partial calendar quarter. We deduct such management fees from each Fund. We will have
the right to waive or modify the management fee payable with respect to any investor. We do not
currently intend to offer reduced or waived management fees to any investor, other than the Partners,
our employees, our affiliates, and family members or entities for the benefit of family members thereof.
Blue Door Asset Management, LLC Form ADV Part 2A
Our compensation with respect to the Investment Consulting Client are negotiated on a client-by-client
basis and contained in the relevant agreement with such client.
The Blue Door GP is entitled to receive performance-based allocations from the Funds, as further
described in Item 6 – Performance-Based Fees and Side-By-Side Management.
Our compensation schedule with respect to future SMAs and any future client account will be contained
in the Governing Documents relating to such account.
The Funds will bear all expenses relating to their ongoing structure and operation, including: (i) the
management fee; (ii) all investment-related costs and expenses (i.e., expenses that, in our sole discretion,
are related to the investment of the Funds’ assets, whether or not such investments are consummated),
including commissions and charges, interest on margin accounts and other indebtedness, expenses
relating to short sales, clearing and settlement charges, option premiums and custodial and service fees,
research-related expenses (including research-related travel expenses), expenses relating to consultants,
attorneys, brokers or other professionals or advisors who provide research, advice or due diligence
services with regard to investments; (iii) fees and expenses related to portfolio exposure and performance
management systems, risk management services and software related to trade reconciliation, treasury,
margin, financial and counterparty management, risk monitoring, performance reporting, valuation
quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services
and data feeds) and trade order management systems (including systems that facilitate trade compliance,
commission management, stock locates and transaction cost analysis, and third party service providers
used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring
and data extracts); (iv) the Funds’ legal, accounting, tax preparation and other tax-related expenses
(including preparation and mailing costs of financial statements, tax returns and other reports to Fund
investors), auditing, consulting and other professional expenses; (v) third-party administration costs, fees
and expenses (including any costs, fees and expenses related to investor communications, relations,
reporting or other investor materials, tax preparation and related reporting, performance information,
data extraction and other types of reporting and any audit or accounting services provided by a third-
party administrator); (vi) all fees and charges of custodians, clearing agencies and banks; (vii) compliance
and reporting expenses and expenses attributable to regulatory filings that are made with respect to the
Funds or assets of the Funds (including Section 13, Section 16, Form D, Form PF, FATCA, anti-money
laundering compliance, state security filings, general regulatory compliance and non-U.S. position
reporting filings, if applicable, and non-U.S. filings, if any); (viii) the Funds’ pro rata share of Fund-related
insurance costs (including the Funds’ pro rata portion of director’s and officer’s insurance, errors and
omissions insurance, fidelity insurance and other similar policies covering us and/or the Blue Door GP);
(ix) any taxes (including but not limited to any withholding taxes, transfer taxes, stamp duties and other
governmental or self-regulatory agency-related charges or duties); (x) all costs and expenses incurred in
attempting to protect and enhance the value of a Fund investment (including any fees and expenses
associated with any pending or threatened litigation, audit, investigation, administrative or other
proceeding, as well as any settlement costs); (xi) fees and expenses related to any activist-related activities
(if applicable); (xii) any fees and expenses related to the Funds’ liquidation, if applicable; (xiii) fees paid to
proxy and securities class action advisory firms; (xiv) expenses relating to the offer and sale of interests in
the Funds and withdrawals and transfers thereof; (xv) directors’ fees and expenses; (xvi) fees and
expenses related to the cost of maintaining a registered office in the Cayman Islands; (xvii) other
reasonable expenses related to the purchase, sale, preservation or transmittal of the Funds’ assets and
(xviii) any extraordinary expenses (e.g., indemnification expenses). To the extent that expenses to be
Blue Door Asset Management, LLC Form ADV Part 2A
borne by the Funds are paid by us or our respective affiliates, the Fund will reimburse such party for such
expenses.
The Funds will bear all costs and expenses relating to the organization of the Funds and to the offering of
interests in the Funds (including government filing fees, stamp duties or other taxes, legal and accounting
fees, printing and mailing expenses, and any other organizational costs, if any). To the extent that we or
the Blue Door GP advance organizational expenses that should be borne by the Funds and do not waive
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