Item 5: Fees and Compensation
Item 5.A.
Generally, for acting as investment manager to the Funds and the Master Fund, the Investors in the Funds
pay to Dracaena at the Master Fund level a monthly management fee in arrears equal to 1/12 of 1.5%
(1.5% per annum) of the net asset value of each Investor’s capital account calculated as of the last day of
each month without accrual of the incentive allocation.
Certain Investors that invest in the Fund prior to and including 1/1/19 receive Founder Interests (“Founder
Interests”). Generally, the Investors with Founder Interests pay to Dracaena at the Master Fund level a
monthly management fee in arrears equal to 1/12th of 1.25% (1.25% per annum) of each Founder Interests
Investor’s capital account balance on their first $50,000,000 of capital contributions and a monthly
management fee equal to 1/12th of 1% (1% per annum) of their capital account balance on capital
contributed in excess of $50,000,000.
The management fee may be different for particular Investors, and may be reduced, waived or
restructured for particular Investors at the Board or General Partner’s discretion, as applicable, with the
consent of Dracaena.
Item 5.B.
In consideration of the investment management services provided to the Funds and the Master Fund,
Investors generally each pay to Dracaena at the Master Fund level a monthly management fee equal to
1/12th of 1.5% (an annual rate of approximately 1.5%) deducted from their Capital Account balance as of
the last business day of each month. Investors holding Founders Interests generally pay to Dracaena at the
Master Fund level a monthly management fee in arrears equal to 1/12 th of 1.25% (1.25% per annum)
deducted as of the last business day of each month from each Founder Interests Investor’s capital account
balance on their first $50,000,000 of capital contributions and a monthly management fee equal to 1/12 th
of 1% (1% per annum) deducted from their capital account balance on capital contributed in excess of
$50,000,000.
Item 5.C.
Each of Dracaena and the General Partner are responsible for its administrative and overhead expenses,
including, but not limited to, office space, utilities, computer equipment, furniture and fixtures and
employees’ salaries and benefits. Dracaena will also bear the marketing and investor relations costs.
These expenses could be shared with other parties including affiliates of the Dracaena and the General
Partner or other funds or investments if such parties utilize the same items.
Each Fund bears all of the expenses incident to its operations and business including, without limitation:
(i) transaction costs incurred in connection with the conduct of the Fund’s business, including, without
limitation, expenses of portfolio transactions and positions, including any execution, give-up, clearing and
custody commissions and fees, brokerage fees, commissions and charges, initial and variation margin and
all other expenses relating to the investment program such as due diligence costs, research expenses,
including the costs of research consulting services, monitoring, research equipment and investment-
related products and legal fees and any travel expenses, including business class airfare, ground
transportation and lodging, for due diligence trips including those related to investments that the Fund
does not ultimately invest in; (ii) interest on balances due and any other fees and charges of prime
brokers, financial counterparties, banks and custodians; (iii) income taxes, withholding taxes, transfer
taxes and other governmental charges and duties imposed on or payable by the Fund; (iv) legal,
compliance, consulting and other professional fees and expenses, including those of legal counsel, the
administrator and custodian, as well as privacy, technology and cybersecurity-related expenses; (v)
accounting (including, without limitation, the costs of accounting systems and software), auditing and tax
preparation expenses, fees and expenses incurred in connection with the preparation of the annual
financial statements and any tax returns required to be filed by the Fund; (vi) costs and fees in connection
with any pricing services, portfolio management reporting software, and risk management reporting
software; (vii) any fees and expenses associated with the organization and conduct of any meetings of the
Investors and the preparation and distribution of all reports to and other communications with Investors;
(viii) litigation and indemnification expenses and other extraordinary expenses not incurred in the
ordinary course of the Fund’s business, including any expenses incurred by, or on behalf of, the Fund in
connection with the enforcement of its rights concerning any investment; (ix) preparing and filing reports
and any government and regulatory filing fees, costs or other expenses, including, but not limited to,
those relating to Form PF, Form CPO-PQR or other filings, entity-level taxes, corporate licensing fees,
blue sky fees, registration fees or other charges including any expenses due to regulatory, supervisory and
fiscal authorities or agencies in various jurisdictions; (x) Management Fees payable to Dracaena; (xi) the
Fund’s proportionate share of the Master Fund’s expenses and any and all portfolio investments; (xii) the
costs of obtaining insurance on behalf of the Fund (shared pro rata between Dracaena and the Funds
managed by Dracaena); and (xiii) all other operational expenses of the Fund.
Item 5.D.
Management fees are not charged in advance.
Item 5.E.
Not Applicable. Dracaena or its supervised persons are not compensated for the sale of securities or other
investment products, and mutual funds.