Item 5: Fees and Compensation
Private Investment Funds Fees and Expenses
Daventry Group will be paid a quarterly asset-based investment management fee by the Funds that
is payable in advance as of the first day of each calendar quarter. The management fee is pro-rated
for any period less than a full quarter. The General Partner also may be entitled to receive
performance- based compensation on an annual basis (or upon a redemption, distribution or
transfer) based on outperformance of a benchmark set forth in the Funds’ offering documents.
Daventry Group and the General Partner debit fees and receive performance-based compensation
directly from the Funds; investors are not invoiced separately for fees. Daventry Group’s fee
schedule is omitted because this Brochure is only being delivered to qualified purchasers as defined
in the Investment Company Act of 1940, as amended.
Daventry Group and the General Partner will be permitted in their sole discretion to waive or
modify the management fees and performance compensation in respect of certain investors,
including employees, relatives of employees and certain investors.
In addition to management fees and performance allocations, investors in the Funds will indirectly
bear costs associated with the Funds’ operations, which are more fully described in the Funds’
offering materials. Such expenses include the following: (i) the fees payable to the administrator
(including for communications systems provided by the administrator); (ii) accounting, auditing,
valuation, tax preparation and tax planning services, including outsourced “shadow”
administrative services, third- party accounting services, accounting software; (iii) Bloomberg or
similar data provider and pricing services, including expenses related to news, quotation, statistics,
market data, hardware, software, databases, order management systems and other technical and
telecommunications services and equipment used in the investment management process; (iv)
certain expenses related to the investment process including outsourced trading expenses and the
costs of consultants, lawyers and other professional experts (including expenses of public relations
advice as it relates to particular investments) employed by Daventry Group in connection with its
investments; (v) transaction fees and costs in connection with investing and trading, including
brokerage commissions (including options and futures trades), spreads, mark-ups on securities,
swaps and forwards, currency and other hedging costs, interest expenses in respect of margin
accounts and other financing expenses and other similar costs and expenses; (vi) the costs and
expenses of any errors and omissions insurance, directors and officers liability insurance and
professional liability insurance obtained on behalf of the Funds, the General Partner and Daventry
Group; (vii) legal expenses specifically related to the Funds and their operations, including the
cost of producing, updating offering memoranda and other marketing materials, the costs of
negotiating side letters or amending the Funds’ documents, costs of consent processes, the fees and
expenses incurred by or on behalf of the members of the Funds’ advisory committee; (viii)
regulatory and compliance expenses directly related to the Funds (including costs incurred in
complying with anti-money laundering laws and regulations and the Funds’ share of Daventry
Daventry Group, LP ADV Part 2A
Group’s reporting obligations directly related to the Funds, e.g., filings with the SEC, but excluding
preparation of Form ADV, and Form PF reporting), the fees and expenses of the Funds’ AML
officers; (ix) filing and registration fees and expenses, registered office fees and expenses,
custodial fees and bank services fees relating to the operation of the Funds and the offering of the
interests therein; (x) any government fees or tax imposed on the Funds or their allocable share
of taxes imposed on the Master Fund, in each case, as determined by Daventry Group; (xi)
expenses associated with participating class actions and securing other claims and any proxy
voting services; (xii) the costs of printing and distributing periodic and annual reports and
statements; (xiii) extraordinary expenses (e.g., litigation costs and indemnification obligations,
costs and expenses of the “partnership representative” of the Domestic Feeder Fund or the Master
Fund) that the Funds may incur; (xiv) all expenses associated with the liquidation and wind-down
of the Funds, including the formation and operation of any liquidating trusts or accounts; and (xv)
any other expenses related to the Funds’ ongoing operation.
The Domestic Feeder Fund and the Offshore Feeder Fund will each generally bear their pro rata
share of the organizational and operational expenses that apply to both entities, as well as their pro
rata share of the organizational and operational expenses of the Master Fund, based on their
respective net asset values for the relevant time period. However, expenses that apply specifically
to the Domestic Feeder Fund or the Offshore Feeder Fund are anticipated to be charged only to the
applicable entity. In addition, Daventry Group may in its sole discretion allocate specific expenses
to one or more specific investors in the Domestic Feeder Fund or the Offshore Feeder Fund if it
deems it fair and equitable to the investors in the Funds.
Complete information regarding Funds expenses is provided in the relevant offering memoranda
or operative documents of the Funds. Investors should review the confidential offering
memorandum of the Funds in which they are invested to fully understand the types of fees and
expenses paid for by the Funds.
Managed Accounts Fees and Expenses
Fees payable to Daventry Group for services provided or performance fees charged in respect of
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