FEES AND COMPENSATION
A. Advisory Fees and Compensation.
At this time, the Investment Adviser is compensated by the Funds through a
reimbursement or payment of the Investment Adviser's expenses related to managing
the applicable Fund, providing administrative support to such Fund, and investing such
Fund's assets (the "Expense Reimbursement"). The Investment Adviser has discretion
to waive, reduce or calculate differently the Expense Reimbursement. The Investment
Adviser has agreed to cap the Expense Reimbursement for certain investors and has
waived portions of the Expense Reimbursement for certain investors.
B. Payment of Fees.
The Investment Adviser deducts the Expense Reimbursement directly from the
applicable Fund generally on a quarterly basis.
C. Additional Fees and Expenses.
The Funds bear their own indirect and direct operating and other expenses and,
when determined by the Investment Adviser, also bear up to a proportionate share of
the expenses of any Fund in which it invests. Fund expenses include the Fund's own
expenses, the Fund's wholly-owned and partially-owned subsidiaries' expenses, or
expenses incurred by or charged to the Investment Adviser or its affiliates associated
with managing, supporting or operating the Fund, the other Funds in which it directly
or indirectly invests or associated with the Investment Adviser advising the Fund or the
other Funds in which it directly or indirectly invests.
A Fund's expense reimbursements can include but are not limited to the
following general categories and types of expenses: (1) internal and external expenses
related to salary (which shall include but not be limited to bonuses), overhead (which
shall include but not be limited to employee benefits), and profit distribution to
employees, directors, or officers of the Investment Adviser or its affiliates; (2) office
space rent, overhead, and related expenses; (3) depreciation expenses; (4) property
taxes; (5) insurance expenses; (6) consulting, temporary staffing, investment banking
and any other professional fees or compensation; (7) travel, lodging and travel-related
expenses; (8) internal and external research and research-related expenses, (including,
without limitation, quotation equipment and services); (9) fees and expenses relating to
software, hardware, infrastructure, telephones, telecommunications, data feeds,
networks, servers, systems, cyber and other security, archives, email, internet, website,
and other technology tools, programs, equipment, licenses, or services; (10) internal
and external research, news and market data, systems and services (including any
computer hardware and telephone and data lines incorporated into the cost of obtaining
such research and market data); (11) expenses related to internal and external risk
management and risk measurement; (12) expenses related to internal and external
valuation services; (13) external and internal legal and legal-related expenses; (14)
expenses related to internal and external accounting, financial and other reporting,
bookkeeping, recordkeeping, data management, and record/data storage; (15) internal
and external compliance and compliance-related expenses; (16) internal and external
investment, legal, accounting, regulatory and compliance conferences, meetings,
trainings and related attendance, registration or sponsorship expenses; (17) internal and
external expenses related to domestic and international regulatory, SEC (such as
private offering), FTC, CFTC, National Futures Association (the "NFA"), and
counterparty filings and reports; (18) internal and external expenses relating to the
offer and sale of Fund interests, and know your customer, privacy, anti- money
laundering and similar requirements or policies; (19) internal and external expenses
related to the establishment and maintenance of registered office(s), corporate
licensing, state licensing, and organizational requirements; (20) internal and external
expenses related to the actual or potential structure and set-up of the Fund, the Fund's
subsidiaries, the Investment Adviser, and investors; (21) organization and other
membership costs, donations and related expenses; (22) postage and courier expenses;
(23) bank and credit card fees; (24) internal and external administrative, recruiting,
support staff, general office (such as copying, faxes, scanning, supplies), and operating
expenses; (25) employee support and morale boosting expenses (such as holiday
parties, meals, food and drink supplies, employee social events, etc.); (26) internal
expenses related to potential or actual investigations, regulatory audits, arbitration,
settlements or litigation; (27) NFA, FATCA, unique legal entity identifier, regulatory
or similar or related fees or charges; (28) extraordinary expenses related to the Fund or
the other Funds in which it directly or indirectly invests or the Investment Adviser;
(29) investment-related or trading- related expenses and charges (e.g., broker, FCM,
clearing member, swap party or similar fees or minimum charges; brokerage
commissions; transaction costs; ticket fees; clearing, settlement or similar fees or
charges; custodial fees; entity-specific bank account and wire fees; third-party
administrator fees; third-party adviser or management fees (which, if applicable,
include incentive/performance fees and management fees)); (30) interest or similar fees
or expense; (31) external legal and other related external expenses, costs and charges
related to or resulting from arbitrations, regulatory investigations, settlements, or
litigation involving the Fund, the Investee Funds or the Investment Adviser; (32)
financial audit preparation expenses; (33) tax preparation expenses; (34) foreign tax
withholdings; and (35) entity-level taxes. These expenses can include expenses related
to actual investments as well as to potential investments, whether or not consummated.
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