Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
Dark Forest is paid an investment management fee (“Management Fee”) per annum. The
Management Fee ranges from 1.00% to 2.00%.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee or
Incentive Fee for any Investor.
Other Types of Fees or Expenses
Dark Forest is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
The Offshore Fund and Onshore Fund bear all of its operating expenses and its pro rata share
of the operating expenses of the Master Fund (collectively, the “Partnership Expenses”),
including such costs incurred at or prior to the formation of the Funds and prior to the closing
of the Funds, which expenses include, without limitation: (a) organizational and offering
expenses; (b) expenses associated with all investments and transactions considered,
evaluated and/or consummated by the Funds, as well as overall consideration and evaluation
of the Master Fund portfolio, including, without limitation, those expenses incurred before
the initial closing of the Dark Forest Funds, including, without limitation, expenses associated
with sourcing, negotiating, investigating, researching, financing and structuring of
investments and potential investments, whether or not consummated, including, without
limitation, market data, alternative data and research onboarding, ingestion, aggregation and
analysis and third-party research, market data, alternative data, analytics, modeling, risk,
structuring, pricing, execution and other third-party information systems, including, without
limitation, installation and maintenance, software and service fees (including, without
limitation, the expenses with respect to data, data feeds, subscriptions, expert networks,
political intelligence providers and reports); (c) the costs of research-related computer
hardware and software expenses, including, without limitation, Bloomberg terminals and
subscriptions and other market data and alternative information systems, as well as the costs
of research management systems and corporate access tracking systems; (d) the costs of the
Investment Manager’s portfolio management system and any other software used for
accounting and/or monitoring of the portfolio, including, without limitation, subscriptions
relating to, among other things, trading and order management systems and services; (e)
expenses associated with holding, financing, monitoring, hedging, maintaining and disposing
of all investments of the Funds and all transaction and other costs associated therewith,
including, without limitation, expenses associated with proxy research and voting services; (f)
travel and related expenses associated with investments and potential investments; (g)
professional fees associated with investments and potential investments, including, without
limitation, consulting, due diligence, accounting, valuation, financial, legal and other advisory
fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and
settlement charges and similar fees and expenses associated with the acquisition, disposition
and settling of investments and potential investments, including, without limitation, in
connection with outsourced trading; (i) expenses associated with legal and regulatory filings
of the Funds in the United States, the Cayman Islands, or in any other jurisdiction, including,
without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as well as the expenses associated with preparation and filing
of the Investment Manager’s Form 13F, Form 13H and Form PF, if applicable, and any other
similar filing in any other U.S. or non-U.S. jurisdiction; (j) administrative, custodial, appraisal,
valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses
associated with the Funds’ operations, investments and transactions, including, without
limitation, fees and expenses of the administrator and the costs of client relationship
management systems; (k) expenses incurred in connection with responding to requests or
inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority,
regulatory body or self-regulatory organization with respect to the Funds; (l) broken-deal,
failed transaction, break-up and similar fees, costs and expenses (if any); (m) costs and
expenses of leverage or any other borrowings of the Funds, including, without limitation,
interest charges and fees; (n) expenses incurred in the collection of monies owed to the Funds,
as applicable; (o) auditing and accounting expenses of the Funds, including, without limitation,
expenses associated with the preparation of financial statements, tax returns and Schedules
K-1 and the fees and expenses of the auditor; (p) any entity-level taxes, fees or other
governmental charges on the Funds, including, without limitation, any withholding taxes not
due to the status or noncompliance of a particular Limited Partner; (q) costs and expenses
associated with investor communications and reports and the delivery thereof to investors;
(r) the costs of service providers or software to measure or monitor risk metrics, to aggregate
positions and/or to provide reporting with respect to risk metrics and/or positions; (s) costs
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