Item 5: Fees and Compensation
Elmind Capital is entitled to receive asset-based management fees from the Master Fund. In addition, the
General Partner is entitled to receive performance-based compensation (if any) with respect to the Funds.
The fees applicable to each Feeder Fund are set forth in detail in each Feeder Fund’s Offering Documents.
A brief summary of such fees, expenses and compensation (all of which is qualified by and subject to the
language of each Feeder Fund’s Offering Document) is provided below.
There are currently two classes of Investor interests (the “Interests”) in the Feeder Funds, each of which
are subject to a Management Fee at an annual rate of: (i) 1.5% (0.375% per quarter) - Founders Share
Interests, and (ii) 2.0% (0.5% per quarter) - Class B Interests - of the net asset value of each capital account
attributable to such interests.
The Master Fund pays Elmind Capital a management fee, from the applicable capital accounts of the Feeder
Funds attributable to each class of interest, quarterly in advance on the first day of each calendar quarter,
equal to the applicable management fee percentage of the net asset value of each capital account of each
Investor as of such date.
Management fees are generally pro-rated for partial periods (i.e., less than a quarter). Capital contributions
made on dates other than the first day of a calendar quarter will be assessed a pro rata management fee
at the time such capital contributions are made. Once paid, the management fee is non-refundable
(notwithstanding, for the avoidance of doubt, a subsequent withdrawal). Notwithstanding the foregoing,
in the case of a mid-quarter compulsory withdrawal or a mid-quarter liquidation of the Funds, Elmind
Capital will refund a pro rata portion of the management fee at the time of such compulsory withdrawal
or liquidation, as applicable.
Elmind Capital or the General Partner may reduce, waive or calculate differently the management fee for
certain Investors, including but not limited to, employees, and/or designated persons that are affiliates of
Elmind Capital, without notice to, or consent from, the other Investors.
Other Fees and Expenses
The Master Fund will bear, or reimburse Elmind Capital and/or the General Partner for advancing, the
Funds’ expenses, including, without limitation, the following: (i) expenses related to the research,
execution and monitoring of actual and prospective investments (whether or not consummated) and the
consummation of investments, including, without limitation, the following: third-party investment sourcing
fees; consulting fees; expert fees; fees and expenses of and related to obtaining research, analytics and
Elmind Capital, LP Form ADV Part 2A
market data (including, without limitation, third-party data sources and any information technology
hardware, software and data subscriptions (such as Bloomberg and FactSet) or other technology
incorporated into the cost of obtaining such research and market data); due diligence expenses including,
without limitation, consulting and appraisal fees; investment- and research-related travel expenses
(consistent with Elmind Capital’s travel policy); any outsourced trading provider fees; brokerage and prime
brokerage fees, commissions and expenses (including the costs of negotiating, documenting and/or
amending agreements with prime brokers, ISDAs and other agreements with trading and financing
counterparties); expenses relating to borrowing securities to be sold short; clearing and settlement
charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing costs; fees
and expenses of proxy research and voting services; broken deal expenses; fees and expenses of third-
party professionals, including, without limitation, consultants, investment bankers, attorneys, accountants
and service providers who, in each case, provide services to the Funds or provide services to Elmind
Capital, the General Partner or the Principal (on matters that would not have arisen but for their
respective advisory relationships with the Funds); and expenses relating to engagement with a company
irrespective of the outcome of such engagement, such as shareholder and management communication,
soliciting proxies, hiring proxy advisory consultants, hosting shareholder forums, hiring public relations
consultants and proposing or nominating directors or executives, including sourcing, recruiting, standby
and indemnification and other expenses, regardless of whether the nomination is successful; (ii)
organizational fees and expenses and fees and expenses incurred in connection with the offering and sale
of the Interests, including, without limitation, the following: the preparation and amendment of this
Memorandum, the Limited Partnership Agreement, the Investment Management Agreement and the
Funds’ subscription agreement; and fees and expenses of Elmind Capital incurred in connection with
“world sky” matters and private placement regimes, including the European Alternative Investment Fund
Managers Directive, and Form D and blue sky and similar fees and expenses; (iii) operational expenses,
including, without limitation, the following: fees and expenses relating to information technology hardware,
software or other technology (including, without limitation, costs of software licensing, implementation,
data management and recovery services and custom development) used to research investments, evaluate
and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of
any self-regulatory organization or applicable law (including, without limitation, reporting obligations) in
connection with the activities of the Funds, and facilitate and manage the order execution of securities or
otherwise manage the Funds (such as portfolio management systems and order management systems);
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