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
The Funds will pay to the Firm a fee for its services (the “Management Fee”) for each month equal to
a 1/12th of the result of the applicable Management Fee Rate multiplied by the balance of each Capital
Account of an Investor as of the end of such month (before taking into account the estimated accrued
Incentive Allocation, if any).
The “Management Fee Rate” is 2% per annum.
In the sole discretion of the Firm, the Management Fee may be waived, reduced or calculated differently
with respect to the Series Capital Accounts corresponding to the Capital Accounts of any Investor,
including any Firm-Related Investor.
Incentive Allocation
Defilade Capital Management, L.P. Form ADV Part 2A Brochure
Generally, at the end of each Fiscal Year, the Funds will reallocate from each Series Capital Account
to the Funds capital account of the General Partner, in its capacity as general partner of the Funds, an
amount (the “Incentive Allocation”) equal to the result of the applicable Incentive Allocation Rate
multiplied by the amount of the net capital appreciation allocated to each Series Capital Account for
such Fiscal Year after reduction by an amount equal to the amount of the Management Fee debited to
such Series Capital Account for such Fiscal Year and any expenses of the Fund (other than Investor-
Related Taxes) corresponding to such Series Capital Account for such Fiscal Year.
The “Incentive Allocation Rate” is 20%.
In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or
calculated differently with respect to the Capital Account(s) of any Investor, including any Firm-Related
Investor.
Other Types of Fees or Expenses
The Funds will bear its own expenses and its pro rata share of the Master Fund’s expenses and any
trading vehicle’s expenses, including the following: (i) its pro rata share of the Management Fee; (ii)
expenses related to the research, due diligence, financing, settlement and monitoring and disposition of
actual and prospective investments of the Funds (whether or not such investment is consummated) and
the consummation of investments, including the following: third-party investment sourcing fees; fees
and expenses related to obtaining research and market data (including any information technology
hardware, software or other technology incorporated into the cost of obtaining such research and market
data, and expenses related to obtaining, processing and analyzing “big data“ or “alternative data“); due
diligence expenses including consulting and appraisal fees; travel expenses; brokerage, and prime
brokerage and futures commission merchant fees, commissions and expenses (including fees,
commissions and expenses paid or reimbursed to an External Trading Desk); expenses relating to short
sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses
and fees related to financings or refinancings; fees and expenses of proxy research and voting services;
and fees and expenses of third-party professionals, including consultants, investment bankers, attorneys
and accountants; (iii) organizational and reorganizational expenses; and (iv) operational expenses,
including the following: fees and expenses relating to information technology hardware, software or
other technology (including costs of software licensing, implementation, data storage, search and
computer power, data management, database packages, electronic data storage and processing systems
and recovery services and custom development and implementation) used to research investments,
evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance
with the rules of any self-regulatory organization or applicable law (including reporting obligations),
facilitate and manage the order execution of securities by the Funds or any trading vehicle or otherwise
manage the Funds or any trading vehicle, such as Bloomberg terminals, portfolio management systems,
risk management systems and order management systems; fees and expenses of third-party risk
management products, models and services; third-party administrative fees and expenses (including
fees paid to the Administrator); fees and expenses of third-party professionals, including consultants,
valuation service providers, attorneys and accountants; the costs of any litigation or investigation
involving activities of the Funds, or any trading vehicle; third-party audit and tax preparation expenses;
insurance expenses, including premiums for cybersecurity insurance, D&O and E&O and any other
insurance and liability insurance covering the General Partner, the Firm and the members, partners,
officers, employees, affiliates and agents of any of them, and each member of the Advisory Committee,
including persons formerly serving in such capacities; fees and expenses (including director registration
fees) of any trading vehicle‘s directors and officers (including any AML Officers); fees and expenses
of the Advisory Committee; costs of preparing and distributing reports and notices; taxes; expenses
incurred in connection with negotiating and complying with provisions of any Side Letter Agreement;
fees and expenses related to compliance with the rules of any self-regulatory organization or applicable
law in connection with the activities of the Funds or any trading vehicle, including any governmental,
regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in
connection with the preparation and filing of Form PF, Annex IV, Form CPO-PQR, Section 13 filings,
Defilade Capital Management, L.P. Form ADV Part 2A Brochure
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