Item 5. Fees and Compensation
Asset-Based and Performance-Based Compensation. The fee schedules for the Clients are described in
detail in each Client’s offering memorandum.
Asset-Based Compensation
The Adviser is paid an asset-based investment management fee of 1.75% per annum based on the value
of the net assets of the Client within ten business days of the end of each month (the "Management Fee").
Chiral Master Opportunities Fund GP LLC (the “General Partner”), an affiliate of the Adviser, may waive or
modify the Management Fee for investors of a Client that are members, employees or affiliates of the
General Partner or the Adviser, relatives of such persons, and for certain large or strategic investors.
Performance-Based Compensation
The General Partner is entitled to receive annual performance-based compensation (the “Incentive
Allocation”) from the Clients at a rate ranging from 10% to 20%, which is compensation that is based on a
share of net capital appreciation of the assets of a Client. The Incentive Allocation is subject to a loss
carryforward provision. The General Partner may waive or modify the Incentive Allocation for investors of a
Client that are members, employees or affiliates of the General Partner or the Adviser, relatives of such
persons, and for certain large or strategic investors.
Expenses. In addition to bearing the Management Fee and Incentive Allocation, if any, the Clients will also
be subject to other expenses related to its investments and operations, such as all investment-related costs
and expenses (i.e., expenses that, in the Adviser’s sole discretion, are related to the investment of a Client’s
assets, whether or not such investments are consummated), including the Client’s legal, compliance
(including: expenses relating to compliance or regulatory filings, including Form PF, Section 13 and Section
16 filings, made with respect to the Client’s assets, and expenses in connection with appointment of AML
officers), administrator, audit and accounting expenses (including third-party accounting services and
accounting software); shareholder proxy voting services; organizational expenses; investment expenses
such as commissions, research fees and expenses (including research-related travel, Bloomberg and
similar subscriptions and data services); trading-related technology software costs deemed by the Adviser
to benefit the Client such as portfolio, order and risk management systems; interest on margin accounts and
other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Client-
related insurance costs (including D&O and E&O costs for the Adviser, the General Partner and outside
directors of the Client); directors' fees and expenses; the Client’s pro rata share of the expenses of the
Client (which may include expenses of the Client and other feeder vehicles that invest in the Client); and
any other expenses reasonably related to the purchase, sale or transmittal of Client assets.
The allocation of expenses by the Adviser between it and a Client and, to the extent the Adviser manages
multiple Client accounts, among Clients represents a conflict of interest for the Adviser. The Adviser has
adopted an expense allocation policy that is designed to address this conflict. The Adviser allocates
expenses to each Client in accordance with the Client’s governing documents. The Adviser seeks to
allocate any shared expenses for products and services benefitting multiple Clients or both the Adviser and
a Client, and not covered in the Client’s governing documents, in a fair and reasonable manner.