Item 5. Fees and Compensation
Dyson charges management fees to its clients as follows:
• A fixed annual fee, determined by the services to be provided and negotiated on a case by case basis; and/or
• Based on a percentage of assets under management.
The fee and the manner in which the management fee is calculated depend on the services provided to the client, but
does not exceed 1.25% of assets under management for variable fee clients. Fees based on assets under management
are calculated primarily by using values provided by custodians and managers as of the last day of the prior quarter,
and for certain private investments, from values provided by clients. Clients are required to pay management fees
quarterly, in advance. Dyson prepares invoices at the beginning of each quarter. Depending on the terms included in
the client agreement, clients can remit payment by check, authorize deduction from client accounts in response to the
invoice or have fees automatically deducted from client accounts.
A client agreement may be terminated at any time, by either party, for any reason upon written notice. If the agreement
is terminated during a quarter, the pro-rata fee paid in advance to Dyson is refunded to the client.
In addition to paying management fees to Dyson, client accounts are subject to other investment expenses such as
custodial charges, brokerage fees, commissions and related costs; interest expenses; taxes, duties and other
governmental charges; transfer and registration fees or similar expenses; costs associated with foreign exchange
transactions (if applicable); other portfolio expenses; and costs, expenses and fees (including, investment advisory,
performance based and other fees charged by investment advisers with, or funds in, which the client’s account invests)
associated with products or services that may be necessary or incidental to such investments or accounts. See Item 12
for more information on Dyson’s brokerage practices.
Client assets may be invested in pooled investment vehicles managed by unaffiliated investment advisers. In these
cases, clients will bear their pro rata share of the underlying fund’s operating and other expenses including, in addition
to those listed above: sales and legal expenses; internal and external accounting, audit and tax preparation expenses;
and organizational expenses. Client assets may be invested in mutual funds, exchange traded funds (“ETFs”) or other
registered investment companies. In these cases, the client will bear its pro rata share of the investment management
fee and other fees and expenses of the fund, which are in addition to the investment management fee paid to Dyson.
Dyson receives management fees for services provided to the Funds. Dyson does not charge management fees in the
capital accounts of Fund investors who are advisory clients of Dyson, as such clients pay management fees directly to
Dyson. Investors in the Funds bear operating expenses incurred in connection with the management, operations and
liquidation of the Funds, including, without limitation, all out-of-pocket costs and expenses incurred in the holding,
purchase, sale or exchange of securities, all legal, tax, and audit fees and expenses, tax returns and other tax forms and
statements, any taxes, fees or other governmental charges levied against the Funds, all liquidation costs, fees and
expenses, expenses for consulting services, out-of-pocket fees and expenses relating to outsourced finance, accounting,
administrative and back-office services, out-of-pocket fees and expenses related to regulatory compliance, and all fees,
costs and expenses relating to arbitration, litigation and threatened litigation involving the Funds, including the Funds’
indemnification obligations, and all other expenses properly chargeable to the activities of the Funds (as reasonably
determined by Dyson). All expenses of each Fund are allocated to investors pro rata based on the investor’s interest
in the Fund.
Dyson is entitled to receive incentive compensation from a private fund to which it provides certain administrative
support services. Dyson has recommended from time to time that certain of its clients invest in the fund, which is
neither a related person or client of Dyson.