Item 5: Fees and Compensation
General Compensation
As explained more fully in each Fund’s respective Offering Documents, investments in the
Funds are generally subject to management fees and performance compensation. The amount
thereof may vary from Fund to Fund and within a Fund. Funds will offer interests in different
classes and/or sub-classes and series and/or sub-series to third-party Investors as well as to
certain employees, officers and consultants of Boulder Hill and its affiliates (including related
persons and vehicles such as estate planning trusts).
Management Fees
As of December 31, 2023, Boulder Hill typically charged each Fund into which third-parties
invest a management fee at a rate of 1.0% (per annum) of the net asset value of such Fund,
although the rate of the management fee may be higher or lower for a Fund or certain
Investors. In the case of the Total Return Fund and its Feeder Fund, the management fee is
calculated based on leveraged capital. The management fee is typically paid quarterly in
advance.
Performance Allocations
As of December 31, 2023, an affiliate of Boulder Hill generally received, either directly or
indirectly, an annual performance allocation, determined with respect to each Investor. The
performance allocation borne by an Investor was generally equal 25% of net profits (less the
management fee and expenses) allocated to such Investor for the year, subject to a loss
carryforward.
With respect to each of the Funds, the performance allocation is based upon both realized and
unrealized gains during the relevant calculation period. The rate of the performance allocation
may be higher or lower for a Fund or certain Investors.
Waivers and Reductions
Although the Funds pay the management fee directly to Boulder Hill and allocate the
performance allocation to an affiliate of Boulder Hill, these fees and allocations are ultimately
borne by the fee-paying Investors. Boulder Hill may, in its sole discretion, elect to waive or
reduce the management fee and performance allocation with respect to any Investor. Greater
detail regarding the fees and loss carry-forward provisions applicable to the Funds may be
found in the applicable Offering Documents.
Fee Deductions; Timing
As explained more fully in each Fund’s Offering Document, the management fee is payable
to Boulder Hill on the first business day of each fiscal quarter based on each fee-paying
Investor’s capital accounts, as well as, in the case of the Total Return Fund and its Feeder
Fund, the amount of leverage utilized by the Total Return Fund. A pro rata amount of this
management fee will be charged on any capital contributions made by new or existing
Investors on any date that does not fall on the first calendar day of a fiscal quarter, based on
the actual number of days remaining in the partial fiscal quarter (or calendar month). Such
fee will be payable upon contribution of the Funds to each respective Fund. In the case of a
withdrawal by an Investor other than as of the last day of a fiscal quarter, a pro rata portion
of the fee will be repaid by Boulder Hill to the withdrawing investor.
The performance allocation (if earned) is assessed and deducted annually. If an Investor
withdraws capital, in whole or in part, other than at the end of a fiscal year, a performance
allocation (if earned) will be calculated as of the date of the withdrawal and will be assessed
to the Investor.
Additional Expenses Borne by the Funds
In addition to the fees described above, each Fund bears all of its own operating expenses,
and each Feeder Fund bears its pro rata share of the expenses of the Master Fund or the Total
Return Fund, as applicable. Each Investor in a Fund bears its share of the Fund’s expenses.
As more fully described in each Fund’s Offering Documents, the expenses include, but are
not limited to:
• Transaction and Investment Related Expenses, including fees and expenses related to
investments and potential investments, brokerage commissions, prime broker fees, initial
and variation margin, interest and dividend expense, margins, option premiums,
brokerage, floor, exchange, and clearinghouse commissions, memberships and fees, other
transaction costs and expenses, currency hedging expenses, expenses relating to short
sales, obligations incurred in connection with Fund credit arrangements (including
repayment obligations, interest, fees and expenses in connection with such credit
arrangements), clearing and settlement charges, professional fees (including expenses of
senior advisors, operating partners, consultants, investment bankers, attorneys,
accountants and other experts as well as their respective travel, meals, accommodation
and entertainment expenses) relating to the operation of a Fund or to the management of
its investments, transmission costs, expenses associated with purchasing, licensing,
maintaining and subscribing for computer software and hardware relating to the operation
of a Fund (including, without limitation, research, portfolio tracking, analytics, customer
relationship management, project management, expense management, accounting,
document management, and trading software such as Bloomberg), trade support and
bookkeeping services including, but not limited to, pre- and post-trade support software
and related support services relating to the operation of a Fund or to the management of
its investments, appraisal costs, valuation expenses, investment-related travel expenses
incurred by personnel of Boulder Hill, due diligence costs, expenses associated with the
maintenance of financial database software and services, including services providing
market data, news data, company financial data, valuation and pricing data and economic
data, publications, periodicals, and data processing that are related to research activities
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