Item 5. FEES AND COMPENSATION
For Caledonia’s services to Clients, Caledonia or its affiliates will charge a management fee
(“Management Fee”) and performance-based compensation in the form of either an incentive allocation
or a performance fee (each, a “Performance Fee”) as described below. These fees and compensation
are negotiable.
Management Fee
In general, Caledonia will receive from each Client an asset-based Management Fee in the range of 0.5%
to 1.5% per annum. The Management Fee will generally be calculated and payable monthly, in arrears,
as of the first day of each month. Please refer to the applicable Governing Document for additional
information.
Performance Fee
In general, subject to certain adjustments and a “high water mark,” Caledonia is entitled to a
Performance Fee from each Client which generally ranges from 5% to 20% of all net realized and
unrealized income and gains derived from portfolio investments. This Performance Fee will generally
be calculated and payable annually, in arrears, as of the applicable Client’s fiscal year end and as agreed
in the Governing Documents. Please refer to the applicable Governing Document for additional
information.
General Information
The Management Fee and Performance Fee may be waived, reduced or calculated differently with
respect to Caledonia’s affiliates, members or employees or any particular affiliated or unaffiliated
investor at Caledonia’s discretion.
Fees and compensation paid or allocated to Caledonia or its affiliates by Clients are generally directly
debited from the assets of such Clients.
Except as set forth in the applicable Governing Document, each Client bears all other expenses
incidental to and incurred in relation to its operations and business as well as its pro rata share of such
Client’s expenses, including, but not limited to, brokerage (see Item 12 of this Brochure), each Client
bears its own costs, fees and expenses and its attributable share of the relevant fund’s expenses, as well
as any similar expenses incurred by any special purpose vehicles and/or trading or investing vehicles in
which the investor or the master fund invests, including, without limitation, the Management Fee (if
any); expenses relating to the formation, maintenance and winding up of the Client, special purpose
vehicles and/or trading or investing vehicles formed to facilitate the Client’s investments and/or co-
investment vehicles (including fees, costs and expenses incurred in connection with establishing co-
investment vehicles in connection with proposed investments that are not consummated, to the extent
not borne by such vehicles); investment expenses (e.g., expenses that, in Caledonia’s discretion, are
related to the investment of the Client’s assets, whether or not such investments are consummated, such
as brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial
fees, bank service fees and interest expense; expenses of outsourced “treasury” services whereby a third-
party service provider manages and advises on matters pertaining to cash reserves and cash management
(e.g., cash management, securities finance, collateral management, counterparty management and
margin management)); expenses relating to research generated through the use of third-party consultants
and similar service providers, news and quotation equipment and services, portfolio risk management
services and market information systems and computer software and information expenses; professional
fees (including expenses of consultants, investment bankers, attorneys, accountants and other experts)
relating to investments; external accounting and valuation expenses, including expenses incurred by
certain non-investment personnel in this regard, as determined appropriate by Caledonia; research and
market data (including quotation and market data services (e.g., Bloomberg)); administrative expenses,
including fees and expenses of the Administrator; legal expenses (which includes, without limitation,
responding to formal and informal inquiries, audit, examination, proceeding or claim expenses on behalf
of or for the benefit of the Client or in connection with their business); expenses related to the preparation
and filing of regulatory filings related to the Client, Caledonia, any sub-advisor and any consultant as
well as other blue sky, AIFMD (as defined below) and corporate filing fees and expenses (except for
expenses relating to any compliance costs associated with registration as an investment adviser in the
U.S., the preparation of Form ADV and Form PF); external accounting and valuation expenses; expenses
relating to FATCA, the Organization for Economic Co-operation and Development (“OECD”) Standard
for Automatic Exchange of Financial Account Information – Common Reporting Standard (the “CRS”),
Standard for Automatic Exchange of Tax Information (“AEOI”) regimes and preparation costs of
financial statements, tax returns (including schedules thereto) and reports to investors and Schedule K-
1s (or any other required Form 1065 schedules) to investors; audit expenses and tax compliance and
preparation expenses; costs and expenses with respect to the Clients representative’s representation of
the Client and the partners; costs of printing and mailing reports and notices; taxes (including, for the
avoidance of doubt, any entity-level taxes, withholding taxes and/or similar charges that may be incurred
or payable by the Client); corporate licensing; regulatory expenses (including filing fees and expenses
relating to filings made in connection with the Client’s holdings or activities); organizational expenses;
expenses incurred in connection with the offering and sale of the Participating Shares, including the
negotiation of Side Letters (as defined below); expenses incurred in connection with meetings of the
investors; expenses of the UCC (as defined herein); indemnification expenses; and extraordinary
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