Item 5 - Fees and Compensation
Creighton AI’s Clients generally compensate Creighton AI and its affiliates through a management fee
and an incentive allocation. Please see the applicable offering documents and investment
management agreements for the Fund and each Sub-Advisory Clients which include a complete
discussion of applicable fees paid by investors related to such relationships.
Management Fee – The Fund will pay Creighton AI a monthly management fee, calculated at an
annual rate of 1.5% (0.125% per month) calculated and paid monthly in arrears, based on the net
asset value of each applicable share class as of the last day of the calendar month. Creighton AI may
in its discretion, reduce, waive or calculate differently the management fee with respect to any
investor. Creighton AI offers the Fund in USD, AUD, and GBP. The management fee will be charged
for USD shares in U.S. Dollars. The management fee for GBP shares and AUD shares will be charged in
British Pounds or Australian Dollars, as applicable, and converted to U.S. dollars at the month end
exchange rate for payment to Creighton AI and its affiliates. Shares purchased of any class at any time
other than at the beginning of the calendar month, a pro rata portion of the management fee will be
paid to Creighton AI. Creighton AI’s management fee is inclusive of the Sub-Adviser’s fees which shall
be borne and paid to the sub-advisor directly by Creighton AI.
Performance Allocation The Master Fund makes a Performance Allocation (the “Performance
Allocation”) to the Investment Manager, in its capacity as general partner of the Master Fund, as of
January 1, April 1, July 1, and October 1 of each calendar year, and as of any date on which the Fund
makes a withdrawal from the Master Fund (for the purpose of satisfying a Participating Share
redemption request from a Shareholder) or receives a distribution from the Master Fund. The
Performance Allocation is equal to 20% of the net new profit in each capital account held by a limited
partner in the Master Fund, as provided in the Master Fund’s Confidential Private Placement
Memorandum, which is available from the Investment Manager upon request. The Performance
Allocation is calculated and allocated to the Investment Manager, in its capacity as general partner of
the Master Fund, at the Master Fund level through the use of separate capital sub-accounts within
the Fund’s capital account in the Master Fund. Such capital sub-accounts correspond to each Series
of a Class of Participating Shares in the Fund. Creighton AI may in its discretion, reduce, waive or
calculate differently the performance allocation with respect to any investor.
Performance Allocations are subject to a “high water mark” provision under which the Investment
Manager, in its capacity as general partner of the Master Fund, receives a Performance Allocation
from a limited partner of the Master Fund only to the extent that net assets allocated to that limited
partner’s capital account exceeds any net losses previously allocated to it since the last date a
Performance Allocation was assessed (or the original date of contribution if no Performance
Creighton Capital Management: Part 2A Page 6
Allocation has previously been assessed). With respect to the Fund, the Investment Manager, in its
capacity as general partner of the Master Fund, will be eligible to receive a Performance Allocation as
to a Series as of a quarter end (or earlier date, if the allocation is being paid as a result of an intra-
quarter redemption) only if the appreciation in the net asset value per Share of that Series for the
calendar quarter (or portion thereof) exceeds any depreciation in that net asset value for that Series
that has not been recouped.
Creighton AI appoints Exchange Traded Concepts, LLC (CRD #: 151197) to act as a sub-adviser to the
Creighton AI Fund LP. Creighton AI is responsible for paying the sub-adviser a management fee which
is separately negotiated between Creighton AI and Exchange Traded Concepts, LLC. The Fund shall
bear full responsibility for its costs and expenses related to its investments and operations as
described in the Offering Memorandums and, to the extent such expenses are paid initially by
Exchange Traded Concepts, LLC, shall reimburse Exchange Traded Concepts, LLC for the same.
For each Sub-Advisory Client Creighton AI typically negotiates a management fee that is individually
negotiated between Creighton AI and each Sub-Advisory Client.
Investors in the Creighton AI Fund typically pay Management fees monthly in arrears. Performance
Allocations are assessed quarterly. In addition to management fees, the Fund bears its own expenses
which include, but are not limited to, general investment expenses, all administrative, Fund level
accounting, auditing, record-keeping, tax form preparation, regulatory, compliance, and consulting
costs and expenses including, without limitation, costs and fees associated with compliance
requirements of Her Majesty’s Revenue and Customs department and any applicable regulations of
the United Kingdom (including as extended to the Cayman Islands); all fees, costs and expenses
related to middle office operations which may include daily reconciliation of cash, cost, positions, and
valuations; fees, costs, and expenses of third-party service providers that provide such services; costs
and expenses associated with preparing investor communications, printing, and mailing costs;
insurance costs and expenses (e.g., for the assets of the Fund, D&O, E&O); marketing and syndication
expenses; taxes and other governmental charges; governmental licensing, filing, and exemption fees
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