Item 5 - Fees and Compensation
The Funds
Bronson Point is the investment manager for the Master Fund, which is part of a “master feeder”
structure (the “Funds”). As of April 1, 2017, Bronson Point receives an annual management fee
from the Funds of 1% of the Funds’ net assets under management. An affiliate of Bronson Point
typically is entitled to an annual incentive allocation of 17of the net profits of the Funds, as set forth
and calculated in accordance with the Funds’ Private Placement Memoranda and limited
partnership agreements, as applicable. The management fees and performance allocations are
generally not negotiable. We may waive the management fee or incentive allocation for investors
in the Funds that are employees of Bronson Point and other related persons.
The Funds asset-based management fee and performance-based allocation are paid and allocated
at the Master Fund level.
We generally deduct the management fee from the Master Fund quarterly in advance.
The performance-based allocation, if any, from the Master Fund are generally allocated to one of
our affiliates at the end of each year and when an investor in a Fund is making a withdrawal or
redemption, as applicable.
The feeder funds of the Master Fund will indirectly bear, on a pro rata basis, expenses of the Master
Fund in an amount based on the value of the interest in the Master Fund that each of the feeder
funds hold (except in the case of expenses allocable to a specific class or sub-class of interests in
the Master Fund). The Master Fund, however, pays the actual expenses. Such expenses include,
without limitation, legal, accounting, bookkeeping, tax compliance, auditing, consulting and other
professional expenses, including those of valuation firms; expenses associated with the board of
directors of the feeder fund that is organized in the Cayman Islands, including premiums for liability
insurance covering the members of the board; administration fees and other expenses charged by
or relating to the services of third-party providers of administration services; fees payable to sub-
advisors (if the Investment Manager and/or the general partner of the Master Fund determines that
such an arrangement represents the best way to access a particular investment opportunity or a
difficult to access market or otherwise makes available specialized investment expertise to the
Master Fund); third-party and out-of-pocket research and market data expenses; interest and fees
(including commitment, structuring and underwriting fees) on margin loans, committed loan
facilities, total return swaps and other indebtedness; bank service, custodial and similar fees; fees
and expenses related to the analysis, purchase or sale of investments, whether or not the
investments are consummated; expenses related to the purchase, monitoring, sale, settlement,
custody or transfer of Master Fund assets (directly or through trading affiliates); expenses
associated with activist investment activities (including public relations, tender offer and proxy
solicitation expenses); third party and out-of-pocket fees and expenses relating to systems and
software used in connection with the operation of the Funds and investment related activities
(including any accounting, risk management, trading and administrator-like functions that the
Investment Manager performs in-house); entity-level taxes; fees and expenses relating to the offer
and sale of interests and shares of the Funds (including organizational fees and expenses and filing
and legal fees); and other ordinary and extraordinary expenses associated with the operation of the
Funds and their investment activities. The Funds will also bear their reasonable organizational and
offering expenses, including, based on each feeder fund’s pro rata interest in the Master Fund, the
expenses in connection with organizing the Master Fund.
The asset-based management fee is payable in advance at the beginning of each quarter. Investors
can only withdraw capital or redeem shares from a Fund on the last day of a quarter; therefore, they
will not bear a management fee in excess of what they owe.
In addition to fees assessed by Bronson Point, client accounts and investors in the Funds will
indirectly bear the fees and expenses charged by the third-party investment managers to exchange
traded funds in which Bronson Point’s clients invest. Those fees, which vary, will typically include
management fees based on a percentage of assets under management.
The Funds will incur brokerage and other transaction costs. Please refer to Item 12 – “Brokerage
Practices”.