Item 5: Fees and Compensation
The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A
brief summary of such fees is provided below.
Management Fee
The Master Fund will pay the Management Company a management fee (the “Management
Fee”), payable quarterly in advance at the beginning of each calendar quarter based on the
balance of capital accounts (prorated for subscriptions or withdrawals that are effective other
than at the beginning or the end, respectively, of a calendar quarter). The Management Fee
will vary depending on what type of interest it is, among Emerson Series Interest and Walden
Founders Series Interest. Please see each Fund’s offering documents for additional details
related to the Management Fee.
Other Types of Fees or Expenses
Each Partnership will bear its own and its attributable share (which for the Onshore Fund will
generally be proportionate to its net asset value relative to the Offshore Fund, and vice versa)
of the Master Fund’s operating and other expenses, including, but not limited to:
(i) investment fees, costs and expenses as incurred in connection with, related to or
arising from investment or investment activity (regardless of whether or not any
such investment is consummated) (e.g., brokerage commissions, clearing and
Emerson Point Capital LP Form ADV Part 2A
settlement charges, custodial fees, bank service fees, interest expenses, expenses
related to short sales, initial and variation margin, broken deal expenses, and
other transactional charges), consulting, advisory, investment banking, valuation,
legal, and other professional and similar fees relating to investments or
contemplated investments, as well as expenses incurred in connection with,
related to or arising from research activities (“Research Expenses”) (including,
without limitation, news and quotation equipment and services, market data
services, fees to third-party providers of research, modeling, third party data
(including, without limitation, credit card data and industry data), and/or portfolio
risk management services, and research-related travel expenses (provided, that,
reimbursements for research-related travel will be determined in accordance
with the Management Company’s travel policies), meals, lodging and
entertainment);
(ii) other legal fees, costs and expenses (including as incurred in connection with,
related to or arising from litigation or threatened litigation, if any, related to the
Fund’s business, operations and portfolio holdings);
(iii) fees, costs and expenses incurred in connection with, related to or arising from
securities offerings or regulatory filings (including filing and registration fees (e.g.,
“blue sky,” “world sky” and corporate filing or registration fees, costs and
expenses), filings with the SEC (but excluding the preparation of Form ADV, Form
PF or Form CPO-PQR), and filings in compliance with the Directive 2011/61/EU on
Alternative Investment Fund Managers) or compliance systems (e.g., EZE OMS or
similar computer software) that track regulatory filings and regulatory filing
requirements in connection with, related to or arising from the Fund’s portfolio
positions and restricted securities;
(iv) fees, costs and expenses incurred in connection with, related to or arising from
the maintenance of a registered office and corporate licensing;
(v) fees, costs and expenses incurred in connection with, related to or arising from
communications with Limited Partners (including maintenance of any website,
“CRM”, or investor portal for the benefit of Limited Partners);
(vi) fees, costs and expenses incurred in connection with, related to or arising from
accounting, audit and tax advice (including the expenses of outsourced, third-
party fund administration and service providers (such as third party service
providers retained to provide full or partial “shadow” administration services,
middle-office support, back-office support and out-sourced “trading desk”
services), as well as accounting, audit and tax reporting and filing-related
preparation expenses (including compilation and preparation costs of financial
statements, tax returns, reports to the Partners, and Schedules K-1 (or similar
schedules)); printing and mailing fees, costs and expenses incurred in connection
with, related to or arising from reports to, or meetings with, one or more of the
Partners;
(vii) without duplication for other Research Expenses, fees, costs and expenses
incurred in connection with, related to or arising from the use of market
information systems (including related computer software expenses (e.g.,
Lightkeeper or similar computer software), and pricing, data, and exchange
service fees), valuation firms and financial modeling services, third-party P&L, or
risk analytics, order, trade, and commission management products and services
(including risk management and trading software, or database packages),
Bloomberg data and interface services, and related user license fees, costs and
expenses;
Emerson Point Capital LP Form ADV Part 2A
(viii) insurance fees, costs and expenses (including directors’ and officers’ liability or
other similar insurance, errors and omissions insurance, and other similar
insurance);
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