Item 5: FEES AND COMPENSATION
Items 5.A., 5.B., and 5.C.
Cartenna receives fees from the Clients in connection with the Firm’s portfolio management and
investment advisory services on behalf of the Clients. Fees for Cartenna’s portfolio management and
investment advisory services are negotiable. The fees are typically billed to the Client account and paid
from the assets of such account. Cartenna receives no fees for its management of Tresser.
An overview of Cartenna’s fee schedule is summarized below.
Management Fee
Cartenna Partners LP.
The Fund is a privately offered pooled investment vehicle structured as a “master-feeder” structure with
a master fund (the “Master Fund”), an onshore feeder fund (the “Onshore Feeder”) and an offshore
feeder fund (the “Offshore Feeder”). For the Investment Manager's services to the Fund, the Investment
Manager is entitled to receive a quarterly Management Fee (as defined below) and an annual Incentive
Fee (as defined below), calculated in accordance with the following definitions and subject to the
following conditions: (a) the Investment Manager shall receive a quarterly management fee calculated
at an annual rate of 1.5% of each limited partner’s capital account attributable to Series A Interests in the
Onshore Feeder and each of the Sub-Class A Shares in the Offshore Feeder (the “Management Fee”).
The Management Fee shall be paid quarterly in advance based on the value of each limited partner's
capital account as of the first calendar day of each calendar quarter, adjusted for contributions and
withdrawals (or redemptions, as applicable) made during the quarter. To the extent that the Investment
Manager receives the Management Fee at the Master Fund level, no management fee will be paid at the
Feeder Fund level. The Investment Manager, in its sole discretion, may change the level at which it
receives the Management Fee. The Investment Manager may waive or modify the Management Fee for
certain limited partners of the Onshore Feeder that are members, principals, employees or affiliates of
the Investment Manager or the general partner of the Fund (the “General Partner”), relatives of such
persons, and for certain large or strategic investors. The Investment Manager may waive or modify the
Management Fee for certain shareholders of the Offshore Feeder that are members, principals,
employees or affiliates of the Investment Manager or the General Partner, relatives of such persons, and
for certain large or strategic investors.
The Sub-Advisory Clients.
In consideration for its services to the Sub-Advisory Clients, Cartenna is entitled to receive management
and incentive fees. Management fees are paid monthly.
Performance Fee
Cartenna Partners LP
At the end of each fiscal year, the Investment Manager will receive, at the Master Fund level, an annual
incentive fee of the Master Fund’s net profits equal to 20% of each limited partner’s share of net
profits as of that fiscal year attributable to Series A Interests of the Onshore Feeder and Sub-Class A
Shares of the Offshore Feeder as of that fiscal year (such allocations, the "Incentive Fee"); in each case,
the Incentive Fee will be subject to a loss carryforward provision as described in the Offering
Memoranda. When calculating the Incentive Fee at the Master Fund level with respect to a Feeder
Fund, net profits will be reduced by the Management Fee and all items of income, loss and expense
incurred at the Feeder Fund level will be taken into account. The Investment Manager, in its sole
discretion, may change the level at which it receives the Incentive Fee. To the extent that the Investment
Manager receives the Incentive Fee at the Master Fund level, no Incentive Fee will be made at the Feeder
Fund level. A special limited partner of the Master Fund may in the future become entitled to a special
allocation interest in the Management Fees payable and such amount will offset what otherwise would
be paid to the Investment Manager.
The Sub-Advised Clients
Subject to the terms and limitations of the investment agreement between Cartenna and the Advisers,
Cartenna may receive a performance fee as a percentage of the Sub-Advisory Clients’ profits. Performance
fees are typically paid in arrears.
Other Fees and Expenses
Cartenna Partners LP.
The Investment Manager is responsible for its overhead expenses of an ordinary and recurring nature,
such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for
furniture and fixtures, salaries and bonuses of its employees, employee insurance, employee benefits,
and payroll taxes. The Master Fund generally will bear all expenses relating to its ongoing structure
and operation (including direct expenses of the Feeder Funds), including: (i) the Management Fee and
the Incentive Fee; (ii) all investment-related costs and expenses (i.e., expenses that, in the
Investment Manager’s sole discretion, are related to the investment of the Master Fund’s assets, whether
or not such investments are consummated), including commissions and charges, interest on margin
accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges,
option premiums and custodial and service fees, research-related expenses (including research-related
travel expenses),expenses relating to consultants, attorneys, brokers or other professionals or
advisors who provide research, advice or due diligence services with regard to investments; (iii) fees
and expenses related to portfolio exposure and performance management systems, risk management
services and software related to trade reconciliation, treasury, margin, financial and counterparty
management, risk monitoring, performance reporting, valuation quotation services (e.g., Bloomberg
terminals, historical and live financial data and other similar services and data feeds) and trade order
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