Item 5: Fees and Compensation
The fees applicable to the Funds are set forth in detail in their respective Governing Documents.
A brief summary of such fees is provided below. Investors and prospective investors are advised
to review the Funds’ Governing Documents for a more comprehensive description of applicable
fees and expenses.
Neither Burkehill nor its employees accept compensation, including sales charges or service fees,
from any person for the sale of securities or other investment products.
The Arleigh Fund
The Arleigh Fund or an affiliate of the Arleigh Fund pays to Burkehill an annual performance-
based incentive fee, as well as an annual fixed base fee (which ultimately reduces the performance-
based fee on a dollar-for-dollar basis).
The Arleigh Fund bears certain expenses incurred in connection with services provided by
Burkehill on behalf of the Arleigh Fund in accordance with its Governing Documents, including,
without limitation, an amount to cover certain budgeted operations-related expenses of Burkehill,
including certain employee compensation expenses.
The Admiral Funds
Burkehill is entitled to receive from the Admiral Funds both asset-based compensation in the form
of management fees and performance-based compensation in the form of incentive fees. We may,
in our sole discretion, waive all or part of the management fees and/or incentive fees with respect
to any investor in the Admiral Funds.
Investors in the Admiral Funds are provided with detailed disclosure in the Admiral Funds’
Governing Documents as to how the relevant management fees and incentive fees are calculated
and charged.
For the Admiral Funds, management fees are generally deducted in advance on a quarterly basis
and incentive fees are generally deducted at the end of a performance period or upon the
withdrawal or redemption of capital, as more fully described in the Admiral Funds’ Governing
Documents. Management fees paid by the Admiral Funds are generally not refundable.
Fees and compensation paid to Burkehill or its affiliates by the Admiral Funds are generally
deducted from the assets of the Admiral Funds.
All current and potential investors in the Admiral Funds should review the Governing Documents
of the Admiral Funds in conjunction with this Brochure for more complete information on the fees
and compensation payable with respect to a particular Admiral Fund investor.
The Admiral Funds bear, or reimburse Burkehill and/or the General Partner for advancing, the
Admiral Funds’ expenses, to the maximum extent permitted by applicable law, including, without
limitation, the following: (i) expenses related to the research, execution and monitoring of actual
and prospective investments (whether or not consummated) and the consummation of investments,
including, without limitation, the following: third-party investment sourcing fees; consulting fees;
expert fees; fees and expenses of and related to obtaining research, analytics and market data
(including, without limitation, third-party data sources and any information technology hardware,
software and data subscriptions (such as Bloomberg) or other technology incorporated into the
cost of obtaining such research and market data); due diligence expenses including, without
limitation, consulting and appraisal fees; investment- and research-related travel expenses
(consistent with Burkehill’s policies, including first and business class fares and non-standard
airfare costs to the extent necessary); any outsourced trading provider fees; brokerage and prime
brokerage fees, commissions and expenses (including the costs of negotiating, documenting and/or
amending agreements with prime brokers, ISDAs and other agreements with trading and financing
counterparties); expenses relating to borrowing securities to be sold short; clearing and settlement
charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing
costs; fees and expenses of proxy research and voting services; broken deal expenses; fees and
expenses of third-party professionals, including, without limitation, consultants, investment
bankers, attorneys, accountants and service providers who, in each case, provide services to the
Funds or provide services to Burkehill, the General Partner or the Principal (on matters that would
not have arisen but for their respective advisory relationships with the Admiral Funds); and
expenses relating to engagement with a company irrespective of the outcome of such engagement,
such as shareholder and management communication, soliciting proxies, hiring proxy advisory
consultants, hosting shareholder forums, hiring public relations consultants and proposing or
nominating directors or executives, including sourcing, recruiting, standby and indemnification
and other expenses, regardless of whether the nomination is successful; (ii) organizational fees and
expenses and fees and expenses incurred in connection with the offering and sale of limited
partnership interests of the U.S. Feeder and shares of the Cayman Feeder, including, without
limitation, the following: the preparation and amendment of the Admiral Funds’ Governing
Documents (including the investment management agreement between the Admiral Funds and
Burkehill); fees and expenses of Burkehill incurred in connection with “world sky” matters and
private placement regimes, including the European Alternative Investment Fund Managers
Directive, and Form D and blue sky and similar fees and expenses; placement fees and other
charges payable to dealers or local representatives in order to comply with local securities
distribution laws and regulations; and expenses incurred in connection with negotiating,
documenting and complying with provisions of side letter agreements with investors; (iii)
operational expenses, including, without limitation, the following: fees and expenses relating to
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