5. FEES AND COMPENSATION
Cadian and/or its affiliates, as applicable, will generally receive asset-based management fees (the
“Management Fee”) and performance compensation. The fees and allocations applicable to the
Funds are disclosed in the Funds’ Governing Documents. Management Fees will generally be paid,
either quarterly or monthly, either in advance or in arrears, as specified in the Governing
Documents. Cadian’s fee schedule is omitted because this brochure is only being delivered to
qualified purchasers as defined in the Investment Company Act of 1940, as amended.
Expenses
The Funds are responsible for their respective organizational expenses and such expenses will be
paid by the applicable Funds, including all expenses incurred in connection with such Funds’
organization and initial offerings, including ordinary legal and accounting fees, and out-of-pocket
expenses and compliance with any applicable federal and state laws, except as otherwise
determined by such Funds’ general partner (“Organizational Expenses”).
Organizational Expenses, for net asset value purposes, may be amortized as specified in the
applicable Funds’ Governing Documents.
The firm and/or the General Partner is responsible for, and pays or causes to be paid, the overhead
expenses of the firm and the General Partner, including the following: office rent; furniture and
fixtures; stationery; secretarial/internal administrative services; salaries; entertainment expenses;
employee insurance and payroll taxes. All other expenses, costs and fees relating to the
management and operation of the feeder Funds and the Master Funds are borne by the Master
Funds (a proportionate share of which are allocated to and borne by the respective feeder Funds),
including, without limitation, the following: costs and expenses directly related to investments or
prospective investments (whether or not consummated) such as external research (including ESG-
related research) and transaction costs (including legal and other advisory fees and expenses); all
deal and access fees, whether paid to third party managers or brokers, for transactions in which the
Funds participate; expenses in connection with transactions directed to broker dealers in part in
recognition of investment research and information furnished or expenses for services rendered by
broker dealers in the execution of such orders and the use of such research and other services
provided by such broker dealers; legal and compliance expenses, costs and fees, which include,
without limitation, consulting, legal, regulatory, registration and filing expenses, costs and fees
(such as the firm’s registration fees, Form ADV, Form PF fees, Form N-PX, and regulatory
inquiries regarding the firm and legal advice related to compliance); any costs and expenses
incurred in connection with compliance with applicable U.S. federal, state or local or non-U.S.
laws (including MiFID II and AML Officer fees) or rules of any self-regulatory organization;
administrator, audit, preparation of tax returns and accounting expenses (including third party
accounting services); the fees and expenses of counsel with respect to the Funds (including
lenders’ counsel for any credit facility); the costs of any outside appraisers, accountants, attorneys,
compliance consultants, due diligence experts or other experts or advisers engaged by the General
Partner or the firm; Directors’ and Advisory Board members’ fees; organizational expenses;
investment expenses such as commissions, clearing fees; systems and technology expenses
(including software, software-as-a-service, licenses, support and consulting), research and other
information utilized for portfolio management purposes (including risk management) that facilitate
portfolio management decisions, trading, compliance, treasury, operations, valuations, and
accounting, including the costs of statistics and pricing services, independent securities valuation
services, service contracts for quotation equipment and related hardware and software; costs and
expenses in connection with operational risk management (including third party risk assessment,
due diligence and ongoing monitoring); interest and commitment fees on margin accounts and
other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees;
insurance costs; amounts for taxes that are attributable to all shareholders of the Funds and are
paid by, withheld by, or withheld from payments to, the Funds; the costs and expenses of holding
any meetings of shareholders; the costs of any insurance obtained on behalf of the Funds, the
General Partner, the firm, the affiliates of any of them and any other person entitled to
indemnification under the offering memoranda; all costs and expenses associated with reporting
and providing information to existing and prospective shareholders; expenses incurred in
connection with the admission of shareholders or the acceptance of additional subscriptions
(including expenses incurred in connection with side letters for prospective and existing
shareholders); fees and expenses of the Master Fund’s “partnership representative;” ERISA
bonding costs, if applicable; amounts for taxes incurred by the Funds (as determined by the firm);
to the extent permitted by applicable law, and subject to the indemnification/exculpation
provisions in the offering memoranda or the agreement with the firm, any indemnification
obligations; and any other expenses related to the purchase, sale or transmittal of assets and the
management and operation of the Funds including any extraordinary expenses (such as litigation
and indemnification).
The Funds will also bear their proportionate shares of the management fees. None of the foregoing
fees are subject to an expense cap. Expenses incurred by the Funds are taken into account in
determining the net profit or net loss of the Funds in each fiscal period. The firm may specially
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