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. Investors should carefully review
the Offering Documents for a complete description of the fees and expenses charged.
Management Fee
On a quarterly basis, Brightlight is paid an investment management fee (“Management Fee”)
of 0.375% (1.5% annualized) of the net asset value of the applicable Fund. The Management
Fee is normally charged on the first day of each quarter and is paid in advance based on the
applicable Fund’s net asset value on the first day of such quarter.
Generally, the Management Fee is not negotiable. However, Brightlight or the Fund General
Partner in its sole discretion, can waive, reduce, or modify the Management Fee at any time,
for any reason without the consent of or notice to any other Investor. Currently, employees
who are investors do not pay a Management Fee.
In the event of a withdrawal by an Investor other than as of the last day of a quarter, a pro
rata portion of the Management Fee, based on the actual number of days remaining in such
quarter, will be repaid by the Firm to the Fund and distributed to the withdrawing Investor.
Other Types of Fees or Expenses
Brightlight and the Brightlight General Partners are authorized to incur and pay in the name
and on behalf of the Funds all expenses which they deem necessary or advisable and within
the applicable Offering Documents.
The Firm is responsible for and shall pay, or cause to be paid, all of the Firm’s own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to office space and utilities; news, quotation and computer equipment; certain
software; certain administrative services; and secretarial, clerical and other personnel of the
Firm.
The Funds bear their own expenses, including, but not limited to, the Management Fee;
investment expenses (e.g., expenses that the Firm reasonably determines to be related to the
investment of the Fund’s assets, including, without limitation, brokerage commissions,
expenses relating to short sales, clearing and settlement charges, custodial fees, bank service
fees and interest expenses); legal expenses; professional fees (including, without limitation,
expenses of consultants and experts) relating to investments; auditing and tax preparation
expenses; fees of the fund administrator (the “Administrator”); cost of order management
and portfolio accounting system; costs of printing and mailing reports and notices; entity-level
taxes; regulatory expenses (including filing fees); and other expenses associated with the
operation of the Funds and all extraordinary expenses. Such expenses (other than the
Management Fee) will be shared on a pro rata basis by all the Investors. To the extent that
expenses to be borne by the Funds are paid by the General Partner in excess of its ratable
share or by the Firm, the Funds will reimburse such party for such expenses.
The Offshore Fund will also bear their pro rata share of the expenses of the Master Fund. In
the future, should the Firm or an affiliate convert the existing mini-master fund structure into
a traditional master-feeder structure through which the Funds invest their assets in a newly
formed master fund, the Master Fund and the Offshore Fund and any other feeder fund will
bear their own expenses and will also bear their pro rata share of the master fund’s expenses.
The organizational expenses of the Funds were paid by the Firm. In addition, the Firm will pay
for the travel expenses of its personnel.
Neither the Firm nor its employees accept compensation, including sales charges or service
fees, from any person for the sale of securities or other investment products.
As stated, when a broker is used, the applicable Fund will incur brokerage and other costs.
Please see Item 12 of this Brochure for more information on brokerage.