Item 5. Fees and Compensation
Cirera Funds
With respect to the Cirera Funds, Cirera is generally paid an investment management fee
that is based on the net asset value (“NAV”) of each class of shares of the Offshore Feeder Fund.
The management fees are paid annually. Cirera also receives an annual performance-based fee on
each class of shares. The respective management and performance fees for each class of shares is
as follows: Class A shares 1.5% and 20% and Class E shares 1% and 15%. There are neither
management nor performance fees attached to Class M shares.
Trading Adviser Fees
With respect to the Third-Party Funds, Cirera is paid an investment management fee based
on the trading level and a performance fee based on the net trading gain of this Fund. The fees
payable are set forth in detail in the agreement with the Third-Party Fund.
See Item 6 below for more information concerning performance-based fees and allocations.
Managed Accounts
Cirera presently has, and thus receives fees from, one Managed Account Client. As a
result, Cirera is paid a management fee and a performance fee by the Managed Account in
accordance with the terms of the applicable Managed Account Agreement.
Although our fees are generally not negotiable except in limited circumstances, Cirera may
waive any applicable fees based on factors deemed appropriate by Cirera, for certain investors,
including but not limited to, the amount of the investment.
Additional Expenses
In addition to the management fees and the performance-based fees and allocations
described above, the Funds and Managed Account (and, indirectly, the investors therein) will pay
such additional expenses as are disclosed in the Funds’ applicable offering documents and
Managed Account Agreement respectively.
Directors’ Fees and Expenses
Aggregate fees will be paid, out of the assets of the Cirera Fund, to the Directors for acting
as such. In addition, the Directors will be reimbursed for reasonable travelling, hotel
accommodation and other out of pocket expenses incurred by them while executing their duties as
Directors. The Directors may waive their fees or assign their respective fees to their employers.
Cirera Capital Limited Form ADV Part 2A_052022
Administration Fees
The Administrator is entitled to receive a fee payable monthly in arrears which shall be
charged at normal commercial rates. The Administrator is also entitled to receipt of reasonable out
of pocket expenses incurred on behalf of the Cirera Funds including, without limitation,
communications, postage and printing.
Depositary Services Provider Fees
The Depositary Services Provider is entitled to receive a fee payable monthly in arrears
which shall be charged at ordinary commercial rates. The Depositary Services Provider is also
entitled to receipt of reasonable out of pocket expenses incurred on behalf of the Cirera Funds
including, without limitation, communications, postage and printing.
Prime Brokerage Fees
The Prime Broker performs a variety of brokerage and custodial services on arm’s length
commercial terms for the Cirera Funds for which fees are charged at normal commercial rates and
expenses are to be reimbursed. Any sub-custodian fees will be met by the Cirera Funds. All sub-
custodian fees will be charged at normal commercial rates. By virtue of its investment in the Master
Fund, the Offshore Feeder Fund will indirectly bear its proportion of such fees incurred by the
Master Fund.
Auditors Fees
The Auditor is entitled to receive a fee at normal commercial rates, to be approved by the
Directors each year, and is also entitled to reimbursement of its out of pocket expenses. A separate
Auditors fee will be incurred at the level of the Offshore Feeder Fund and the Master Fund.
General Fees
Master Fund
The Master Fund will pay the costs and expenses incurred in its operation which
may include without limitation, taxes, expenses for legal, auditing and consulting services,
reasonable promotional activities, registration fees and other expenses due to supervisory
authorities, insurance, interest, brokerage costs, and all professional and other fees and expenses
incurred in connection therewith, and the fees of the Directors.
The Master Fund (i) shall be responsible for the payment of any commissions,
transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and
costs properly payable or incurred by Cirera and its delegates, (ii) shall reimburse Cirera and its
delegates for their costs in complying with its disclosure and reporting obligations under the
AIFMD Rules, and (iii) shall reimburse Cirera or its delegates for any out of pocket expenses
properly incurred by the Cirera or such delegates in connection with the discharge by Cirera of its
services and obligations which Cirera is not responsible to pay. In addition, the Master Fund shall
reimburse the Cirera or its delegates (out of the assets of the Master Fund) for its reasonable
Cirera Capital Limited Form ADV Part 2A_052022
expenses in meeting the Master Fund’s obligations under the EMIR Regulations and SFTR
Regulations.
The amount of fees, charges and expenses borne directly or indirectly by investors
are not subject to any maximum limit and will depend on a number of factors.
Offshore Feeder Fund
By virtue of the Offshore Feeder Fund’s investment in the Master Fund,
shareholders will suffer a pro rata portion of the fees and other costs and expenses referred to in
relation to the Master Fund discussed above. The Offshore Feeder will also be responsible for the
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