Item 5. Fees and Compensation
Asset-Based and Performance-Based Compensation. The fee schedules for the Funds are described in
detail in each respective Fund’s offering memorandum. All Funds and Fund Investors are “qualified
purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
As a general matter, the Funds pay the Adviser an asset-based investment management fee each
quarter in advance based on the value of the net assets of the respective Fund on the first day of each
quarter and adjusted for contributions or subscriptions and withdrawals or redemptions made during each
quarter (the "Management Fee"). The Adviser may elect to reduce, waive or calculate differently the
Management Fee with respect to any investor in the Funds, including without limitation, members,
principals, employees or affiliates of the Adviser or Delonix Capital General Partner LLC (the “General
Partner”), an affiliate of the Adviser, relatives of such persons, and for certain large or strategic investors.
The Funds are required to pay the Management Fee in advance. In the event of a withdrawal or
redemption from a Fund other than the end of a quarter, any Management Fees will be pro-rated and the
excess returned to the withdrawing or redeeming Fund.
As a general matter, the Adviser or the General Partner is entitled to receive annual performance-based
compensation (the “Incentive Compensation”) from the Funds, which is compensation that is based on a
share of net capital appreciation of the assets of a Fund. The Incentive Compensation is subject to a loss
carryforward provision. The Adviser or the General Partner may, in its sole discretion, elect to reduce, waive
or calculate differently the Incentive Compensation with respect to any investor in the Funds, including
without limitation members, principals, employees or affiliates of the Adviser or the General Partner,
relatives of such persons, and for certain large or strategic investors.
The Management Fee and any Incentive Compensation for the Funds will be paid pursuant to instructions
from the Adviser to the Funds’ custodians to deduct it from the Funds’ account. Fund Investors do not
have the ability to choose to be billed directly for fees incurred.
Expenses. In addition to bearing the Management Fee and Incentive Compensation, if any, the Funds
are also subject to other expenses related to its investments and operations, such as Fund-related legal,
compliance, administrator, audit and accounting expenses (including third party accounting, valuation and
appraisal services and systems); organizational expenses; investment expenses, such as brokerage fees
and commissions and clearing and settlement charges; initial and variation margin; research fees and
expenses (including Bloomberg and similar subscriptions and data services for research professionals,
research related travel, and legal, consulting or other professional fees relating to particular investments
or contemplated investments); third party trade order management systems; third party risk management
systems; interest on margin accounts and other indebtedness; borrowing charges on securities sold
short; custodial fees; bank service fees; insurance costs related to the Fund’s indemnification obligations
(including D&O and E&O insurance for the Adviser, the General Partner, outside directorship and/or
review committee liability); outside director/review committee members’ fees and expenses; registered
office and corporate licensing expenses; any taxes applicable to the Fund on account of its operations
and/or investments; expenses related to the offering and sale of interests in the Funds; expenses of the
Funds’ regulatory compliance (including compliance with AIFMD), filings and reporting (including but not
limited to Section 13, Section 16 and Form PF filings but excluding Form ADV); and any other expenses
related to the purchase, sale or transmittal of Fund assets.
The Adviser and/or the General Partner may, in their discretion, waive their right to be reimbursed for any
of the foregoing expenses for any period of time.
The allocation of expenses by the Adviser between it and a Fund and among Funds represents a conflict
of interest for the Adviser. The Adviser maintains an expense allocation policy that is designed to
address this conflict. The Adviser will allocate expenses to each Fund in accordance with the Fund’s
offering documents. The Adviser will seek to allocate any shared expenses for products and services
benefitting multiple Funds or both the Adviser and a Fund, and not covered in the Fund’s offering
documents, in a fair and reasonable manner.
More detailed information regarding the fees and expenses paid by the Funds may be found in the
offering documents of each Fund.