Item 5: Fees and Compensation
The fees applicable to each Client are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee and Performance-based Compensation
The Funds
Dendur Capital is paid an investment management fee (“Management Fee”) for management
services each fiscal quarter. The Flagship Funds Management Fee for Fund Investors range
between 0.25% (1.0% annualized) and 0.375% (1.50% annualized) of the net asset value of
each series of shares of the Master Fund corresponding to each Fund Investor’s interest in the
Funds as of the beginning of such fiscal quarter (before taking into account the estimated
accrued performance-based compensation). The Strategic Investor, with whom we, our
affiliates, and the Flagship Funds entered into an agreement, is subject to different
management fee rates than other Fund Investors.
The Management Fee is prorated and payable as of a subscription date for any capital
contribution/subscription by a Fund Investor that is effective other than as of the first day of
a fiscal quarter. In the event of a redemption or withdrawal by a Fund Investor other than as
of the last day of a fiscal quarter, a pro rata portion of the Management Fee will be reimbursed
to the Fund Investor.
Dendur Capital, in its sole discretion, may elect to reduce, waive or calculate differently the
Management Fee with respect to any employee or affiliate of Dendur Capital, any family
member thereof or trusts, estate planning and other investment accounts and/or vehicles
established by or for the benefit of such persons. The Fund General Partner will not be
charged the Management Fee and Dendur Capital has waived the Management Fee for
employees of Dendur Capital.
The Management Fee for the Opportunity Fund is described in the advisory contract we
entered into with the Opportunity Fund, as well as in the Opportunity Fund’s limited
partnership agreement. In Dendur Capital’s sole discretion, the Management Fee may be
Dendur Capital LP Form ADV Part 2A Brochure
waived, reduced or calculated differently with respect to any limited partner of the
Opportunity Fund.
At the end of each fiscal year, Dendur Capital or its affiliates may also be entitled to
performance-based compensation from Fund Investors in the Flagship Funds, which is
compensation equal to a percentage of the net realized and unrealized appreciation in the net
asset value of such series of shares of the Master Fund over the prior high net asset value of
such series. Such performance-based compensation is described in the offering
memorandum of the Flagship Funds and generally ranges from 10%-20% of the realized or
unrealized net profits or capital appreciation and is subject to a high-water mark. The
calculation and rate of the performance-based compensation for the Strategic Investor is
different than other Fund Investors.
The Flagship Fund’s performance-based compensation will also be paid or reallocated as
described above upon a redemption or withdrawal by an Investor that does not occur as of
the end of a fiscal year.
Dendur Capital or its affiliates are also entitled to receive carried interest from the
Opportunity Fund that is distributed when the investment is monetized.
Dendur Capital or its affiliates, in their sole discretion, may elect to reduce, waive or calculate
differently the Flagship Fund’s performance-based allocation or the Opportunity Fund’s
carried interest with respect to any person, including any employee or affiliate of Dendur
Capital, any family member thereof or trusts, estate planning and other investment accounts
and/or vehicles established by or for the benefit of such persons. An affiliate of Dendur Capital
has elected to waive the Flagship Fund’s performance-based allocation for employees of
Dendur Capital.
SMA
Dendur Capital is entitled to receive performance-based compensation from the SMA as set
forth in the SMA IMA.
Payment of Fees
Fees and compensation paid to Dendur Capital or its affiliates by the Funds are generally
deducted from the assets of such clients.
Other Types of Fees or Expenses
Dendur Capital 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.
Each Flagship Fund bears its own operating expenses and other expenses and its pro rata share
of the Master Fund expenses, including, but not limited to, the Management Fee; investment-
related expenses (e.g., brokerage commissions and transaction costs, clearing and settlement
Dendur Capital LP Form ADV Part 2A Brochure
charges, custodial fees, interest expense, consulting, investment banking and any other
professional fees or compensation relating to particular investments or contemplated
investments, and research-related expenses, including, without limitation, investment
consultants, news and quotation equipment and services (including fees for data and software
providers)) and expenses related to obtaining, processing and analyzing "big data" or
"alternative data"; investment-related travel expenses (including meals, lodging and travel);
expenses related to risk management provided by third parties; third-party valuation services;
investment-, operations- and trading-related software, including trade order management
software (i.e., software used to route trade orders); expenses related to connectivity with risk
and trade processing systems; expenses related to reports provided to Flagship Fund
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