Item 5 – Fees and Compensation
A. Fee Schedule
1. Advisory Fee
The amount of the management fee is computed and accrued by Dorsal and the funds’
administrator. Such accounting is based on the beginning balance of each Investor’s capital account
for each calendar month adjusted for any subscription and withdrawals.
The advisory fee ranges from 0.0417 (0.5% per annum) – 0.125% per month (1.5% per annum)
(calculated prior to any accrual of Incentive Allocation).
2. Incentive Allocation
Dorsal generally receives an incentive allocation equal to a percentage of the net income (which
includes both realized gains and losses and unrealized appreciation and depreciation of securities
held in the applicable Client’s portfolio) allocated to each Investor for the year, subject to a “high
water mark” procedure such that the incentive allocation is taken only to the extent net income
allocated to that Investor exceeds any cumulative losses that were allocated to that Investor for
earlier periods and that have not been recovered. This incentive allocation is generally ranges
between 12.5% - 20% and is typically made at the end of each calendar year.
Form ADV Part 2A:
Dorsal Capital Management, LP
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers
Act”).
Fees and other compensation are negotiable in certain circumstances and arrangements with any
particular Investor vary.
B. Payment of Fees
Advisory fees, incentive allocations, and third-party fees (discussed below) are deducted or
allocated, as the case may be, directly from Client assets. Advisory fees, which are paid monthly in
arrears, are withdrawn after previous month NAV is finalized. Incentive allocations are allocated as
of the last business day of the calendar year and as of any date on which an Investor makes a
withdrawal or receives a distribution from such Investor’s capital account(s).
Dorsal has provided, and may in the future provide special fee and allocation arrangements to
certain investors that it does not provide to other investors. Dorsal has waived, and may in the
future waive, all or any portion of the advisory fees or incentive allocations with respect to any
Investor.
C. Third Party Fees
The expenses borne by investors in a Fund are set forth in full in the respective Fund’s offering
documents. Please refer to the documents for each Fund for a complete description of the types of
expenses an investor in a Fund will bear.
Each Client is responsible for its own costs and expenses attributable to the activities of the Client,
including, without limitation: (i) expenses incurred in connection with the evaluation, acquisition,
monitoring or disposition of the Client’s investments (whether or not consummated), including
private placement fees, sales commissions, appraisal fees, certain taxes, brokerage fees,
underwriting commissions and discounts, expenses related to short sales, legal, accounting,
investment banking, consulting, information services and professional fees, research fees, interest
and commitment fees, transfer taxes and premiums, communications and all other expenses related
to the discovery, investigation, development, making and disposition of investments or proposed
investments; (ii) expenses incurred in connection with the carrying or management of the Clients’
investments, including interest and related expenses and custodial, record keeping and other
administrative fees and expenses; (iii) expenses incurred in connection with any leverage or other
indebtedness of the Clients; (iv) expenses incurred in connection with the preparation and delivery
of the Client’s financial statements, reports, tax returns and K-1s (and similar schedules); (v)
attorneys’ and accountants’ fees and disbursements (including in-house attorneys’ and
accountants’ fees and disbursements); (vi) taxes and other governmental charges levied against the
Clients; (vii) insurance premiums or expenses in connection with the activities of the Client
(including in respect of errors, omissions, fidelity, general partner liability, directors’ and officers’
liability and similar coverage for the General Partner or its affiliates and related entities, and any
other person acting on behalf of the Client, the General Partner, Dorsal or their respective affiliates);
(viii) expenses (including legal fees and expenses) incurred to comply with any law or regulation
related to the activities of the Client (including legal or regulatory fees and expenses of the General
Form ADV Part 2A:
Dorsal Capital Management, LP
Partner, Dorsal or any of their affiliates in connection with ongoing compliance, filing and reporting
obligations under any applicable laws, including filing fees and expenses related to the preparation
and filing of Form PF and other similar regulatory filings), or incurred in connection with any
litigation or governmental inquiry, investigation or proceeding involving the Client, including the
amount of any judgments, settlements or fines paid in connection therewith; (ix) expenses incurred
in connection with any restructuring or amendments to the constituent documents of the Client and
related entities, including the General Partner; (x) expenses relating to offering of the interests in
the Client, including any “blue sky” filing fees; (xi) expenses incurred in connection with dissolution
and winding-up or termination, as applicable, of the any of the Clients; (xii) expenses incurred in
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