Item 5: Fees and Compensation
Management Fee
In consideration for the investment management services to be provided by the Investment Manager, the Fund
will pay the Investment Manager a quarterly management fee in advance (the “Management Fee”). The
Management Fee will generally be 1.50% on an annualized basis of the net asset value of the interests held by
each investor, subject to reduction if certain thresholds of aggregate assets under management are achieved as
further described in the Governing Documents.
Each installment of the Management Fee otherwise payable to the Investment Manager shall be reduced (but
not below zero) by an amount (the “Offset Amount”) equal to one hundred percent (100%) of certain fees
received by the Investment Manager or any of its affiliates during the preceding calendar quarter subject to
certain mechanics as further described in the Governing Documents.
Performance Allocation
The General Partner is entitled to receive a performance allocation which is equal to fifteen percent (15%) for
the Founders Series A Shares and (ii) twenty percent (20%) for the Series B Shares as further described in the
Governing Documents.
General
The management fee and performance allocation will be directly deducted from each investor’s share of the
Fund’s assets. If an investor withdraws investments prior to the last day of the twelfth (12th) calendar month
following the date on which such investment was made, the proceeds in respect of any such withdrawal will be
subject to a withdrawal fee (with respect to Founders Series A Interests, three percent (3%) and with respect to
Series B Interests, four percent (4%), of the amount permitted to be withdrawn). Any withdrawal fee will be
credited pro rata to the limited partners in the Master Fund (except those subject to the withdrawal fee).
The management fee and the performance allocation with respect to certain investors, including, without
limitation, affiliates of the Investment Manager, may be waived, rebated, reduced or otherwise modified by the
Investment Manager or the General Partner, as applicable, in its sole discretion, provided that no such waiver,
rebate, reduction or modification will adversely impact any other investor or cause them to bear a higher portion
of the management fee or performance fee than they would bear absent such waiver, rebate, reduction or
modification.
Expenses
The Investment Manager bears all of its own normal and recurring operating expenses incurred in connection
with the investment management services that it will provide to the Fund, except as otherwise provided below
in “Operating and Organizational Expenses.” The Management Fee may be more or less than the Investment
Manager’s cost of providing investment management services to the Fund.
The Management Fee with respect to certain Shareholders, including, without limitation, affiliates of the
Investment Manager and/or the General Partner, may be waived, rebated, reduced or otherwise modified by the
Investment Manager in its sole discretion, provided that no such waiver, rebate, reduction or modification will
adversely impact any other Shareholder or cause them to bear a higher portion of the Management Fee than they
would bear absent such waiver, rebate, reduction or modification. This may be effected through the creation of
additional series or sub-series of Shares or other means, which will not require Shareholder approval.
The Fund will pay, whether directly or through reimbursement of the Investment Manager or one of its affiliates,
all costs and expenses related to its business and operations including: (i) all costs and expenses related to
researching, acquiring, monitoring and disposing of investments whether or not such investments are
consummated, including, without limitation, brokerage, prime brokerage and futures commission merchant fees,
commissions and expenses; expenses relating to block trades; expenses relating to short sales; expenses relating
to the trading of derivative instruments; clearing and settlement charges; costs and expenses attributable to any
borrowing by the Fund (including pursuant to any credit facility, long term borrowing arrangements, or other
indebtedness) and guarantees made by the Fund, the General Partner, the Investment Manager or any of their
affiliates on behalf of the Fund (including any credit facility, letter of credit or similar credit support entered
into), including interest thereon or any associated costs and fees; custodial fees and expenses; registrar and
transfer agent fees; bank service fees; interest expenses and fees related to financings or refinancings, costs and
expenses of third party traders; any issue or transfer taxes chargeable in connection with any securities
transactions; investment sourcing, finding, placement, management, incentive, consulting and other fees paid to
third parties unaffiliated with the Investment Manager involved in performing services as a director or consultant
with respect to, or otherwise assisting in, sourcing, investigating, evaluating, monitoring or disposing of
investment opportunities of the Master Fund; fees and expenses related to obtaining research (including all costs
and expenses of research reports, subscriptions to research services, research calls, and meetings and research
or industry conferences) and market data (including, without limitation, any information technology hardware
(e.g., telephone and fiber optic lines), software or other technology incorporated into the cost of obtaining such
research and market data, including fees and expenses related to obtaining, processing, organizing, analyzing
and storing research or market data that may be considered “big data” or “alternative data”, and any fees and
expenses related to third party service providers engaged to process, analyze and/or model such research or
market data and any additional expenses incurred for custom development or implementation of such data);
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