Item 5 Fees and Compensation
General
Centiva provides investment advisory services to each of the Funds pursuant to an investment
management agreement (the “Agreement”). The Agreement, along with the Governing Fund
Documents, set forth in detail the fee structure relevant to each Fund.
The Onshore Fund is currently offering multiple series of limited partnership units (“Units”) and
the Offshore Fund is currently offering multiple series of shares (“Shares”). Certain series of Units
or Shares are subject to a reduced or no Incentive Allocation (as defined below), as well as different
redemption terms (including lock-up periods and fees for early redemptions and withdrawals) and
caps on Pass-Through Expenses (as defined below) as described in supplements to the Governing
Fund Documents in respect of such series. Centiva may also enter into Side Letter arrangements as
described more fully in Item 6.
Centiva will receive compensation in the form of an Incentive Allocation (as discussed below) and
typically does not charge the Funds a management fee (with the exception of certain series of Units
and Shares as discussed below). Each Fund is responsible for bearing, either directly or by
reimbursing Centiva or another applicable Centiva Group Entity, its allocable portion of all fees,
costs and expenses of the Centiva Group Entities, including the compensation (including
performance-based compensation), benefits and other payments to the Portfolio Management
Teams and other personnel of the Centiva Group Entities and the compensation paid to third-party
sub-investment managers.
Management Fee
Certain series of Units and Shares, which are only offered to clients of certain third-party financial
institutions with which Centiva has a contractual relationship, are subject to a management fee, as
set forth in the Governing Fund Documents. A portion of the management fee may be paid to third-
party financial institutions with which the Funds have a contractual relationship for their services
related to the offering of such Units and Shares to their clients. The management fee is payable
quarterly, in advance, and based on the capital account balance or net asset value of such
Units/Shares, as applicable.
Incentive Allocation
At the close of business on the last day of each calendar year, the General Partner (in its capacity as
general partner of the Master Fund) will be entitled to receive an incentive allocation (the “Incentive
Allocation”) with respect to certain Units or Shares, as the case may be, ranging between 0% and
33% of the amount, if any, by which the net asset value of such Units or Shares (determined prior
to any Incentive Allocation accrual as of such date, but after the deduction of all expenses allocable
to those Units or Shares and appropriately adjusted as determined by the General Partner, in its sole
discretion, for contributions, distributions and redemptions) exceeds the prior high net asset value
(as defined in the Governing Fund Documents) of such Units or Shares as of such date the Incentive
Allocation is determined.
Form ADV Part 2A Brochure | Centiva Capital, LP March 31, 2026
Strategic Investor
Centiva has entered an agreement with a strategic investor (the “Strategic Investor”) which is itself
a registered investment adviser (the “Strategic Investor Agreement”). Under the Strategic Investor
Agreement, certain clients of the Strategic Investor that have invested in the Funds, in consideration
of their strategic and ongoing investment in the Funds, are allocated a portion of the Incentive
Allocation attributable to such Funds. In addition, all clients of the Strategic Investor that have
invested in the Funds are subject to certain caps on Pass-Through Expenses. Additional details
relating to this arrangement are contained in the relevant Governing Fund Documents, in this Item
5, and in Item 10 below.
Organizational and Offering Expenses
Under the terms of the Governing Fund Documents, the Funds bear (i) all of their organizational
fees, costs and expenses (including those relating to the negotiation and preparation of its governing
documents and counterparty agreements) (“Organizational Expenses”) and (ii) the initial and
ongoing offering fees, costs and expenses incurred in connection with the offer and sale of Shares
and Units (including those relating to the preparation, negotiation and modifications to Governing
Fund Documents, questionnaires, subscription agreements, side letters and other agreements with
investors, and marketing, including marketing materials and travel, lodging, meals and
entertainment) (collectively, “Offering Expenses”).
Fund Expenses
The Onshore Fund and the Offshore Fund will bear all of their respective fees, costs and expenses
and their pro rata share of the Master Fund’s fees and any fees of Portfolio Vehicle (as defined in
Item 8 below), costs and expenses, including but not limited to: (i) their Organizational Expenses
and their Offering Expenses; (ii) all Master Fund investment-related fees, costs and expenses
(including brokerage commissions and fees, access fees, exchange fees, clearing fees, settlement
fees, custodial fees, intermediation fees, ticket charges and other trading expenses, financing costs,
the fees, costs and expenses associated with investments in funds or accounts sponsored, managed
or advised by third-party investment managers (including any asset-based fees and incentive fees
or allocations or other performance-based compensation of such investment managers), expenses
associated with short sales, the costs implicit in repurchase and reverse repurchase agreements,
appraisal fees and expenses, professional fees or compensation relating to particular investments or
prospective investments, and investment-related travel, lodging, meals and entertainment costs);
(iii) market data and other data costs (whether or not used for research, and including risk analytical
...