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 Fee
Bornite will receive a monthly management fee (“Management Fee”) equal to 0.125% (1.5% annually) of
each Limited Partner’s share of the Partnerships’ Net Asset Value (before deduction of that month’s
Management Fee and any accrued Performance Allocation.
The Management Fee will be calculated and payable to the Investment Manager monthly, in advance, as
of the first day of each month. A pro rata Management Fee will be charged to Limited Partners on any
amounts accepted by the General Partner during a month. No part of the Management Fee will be
refunded in the event that a Limited Partner withdraws, whether voluntarily or involuntarily, all or any of
the value in such Limited Partner’s capital account during any month. The Investment Manager may
reduce, waive or rebate all or a portion of the Management Fee with respect to one or more Limited
Partners (including with respect to the Investment Manager Affiliates (as defined herein)) for any period
of time, or agree to apply a different Management Fee for any Limited Partner (all such arrangements in
the form of a rebate or otherwise).
Other Types of Fees and Expenses
Organizational and Initial Offering Expenses
The Company will pay (or has paid), or reimburse (or has reimbursed) the Investment Manager and/or the
Investment Manager’s affiliates, for all organizational and initial offering expenses of the Company,
including, but not limited to, legal and accounting fees, printing and mailing expenses and government
filing fees (including “blue sky” filing fees).
Bornite Capital Management LP Form ADV Part 2A Brochure
Operating Expenses
The Company and the Master Fund will each incur its own expenses. The expenses and results of
operations of the Master Fund will be allocated to the Company and the other investors that invest in the
Master Fund in proportion to the capital accounts of the Company and such other investors in the Master
Fund, from time to time.
The Company will pay, or reimburse the Investment Manager and/or the Investment Manager’s affiliates,
for: (i) all expenses incurred in connection with the ongoing offer and sale of Shares, including, but not
limited to, printing of this Memorandum and exhibits, marketing expenses and documentation of
performance and the admission of Shareholders, (ii) all operating expenses of the Company, such as tax
preparation fees, governmental fees and taxes, any administration fees paid to the Administrator (as
defined herein) providing services to the Company, costs of communications with Shareholders, and
ongoing legal, accounting, auditing, bookkeeping, consulting and other professional fees and expenses
(including Directors’ fees and expenses), (iii) all Company research, trading and investment-related costs
and expenses (e.g., brokerage commissions, research fees, margin interest, expenses related to short
sales, custodial fees, bank service fees, and clearing and settlement charges), (iv) technology-related costs
and expenses, including, but not limited to, software licenses, data feeds and colocation expenses, (v) all
expenses related to attending any conference or seminar related to alternative investments (e.g.,
registration, transportation, accommodation or meal expenses), (vi) regulatory and other filing fees and
expenses, and compliance costs and expenses, including, but not limited to, all fees and expenses incurred
by the Investment Manager and/or its affiliates directly in connection with examinations by the SEC and
other regulatory authorities that are attributable to the Company, as well as fees and expenses associated
with the completion of regulatory filings that are attributable to the Company (including, without
limitation, Form PF filings), (vii) travel expenses related to meeting with management teams, or related
to any of the other categories of expenses set forth herein, (viii) any costs and expenses incurred by the
Company in connection with converting from a fund in a master-feeder structure into a stand-alone fund,
(ix) director and officer liability insurance or other insurance premiums for any principal or employee of
the Company, the Investment Manager, the General Partner or any of their affiliates, (x) all fees and other
expenses incurred in connection with the investigation, prosecution or defense of any claims, assertion of
rights or pursuit of remedies, by or against the Company, including, without limitation, professional and
other advisory and consulting expenses, and (xi) any and all costs and expenses incurred in connection
with the dissolution, winding-up, or termination of the Company.
Except as provided above, the Investment Manager and the General Partner will bear their own rent,
operating, utilities and similar overhead expenses (e.g., office equipment, computer systems, insurance
(other than as expressly set forth above)), in addition to the compensation and benefits of their
employees.
The Investment Manager and/or the General Partner may, in their discretion, waive their right to be
reimbursed for any of the foregoing expenses for any period of time. Any such waiver will not require the
Investment Manager or the General Partner to waive their right to be reimbursed for such expenses in
the future.