FEES AND COMPENSATION
A. Advisory Fees and Compensation.
EMS charges a fixed management fee (the “Management Fee”) ranging from 0% to 1.5% per
annum, of the net asset value per share of the respective Fund, and is described in the offering
documents of each Fund or governing document of each other Client (including Private
Investments), as applicable. Additional details as to how the Management Fee is calculated and
paid is available in the respective Funds’ offering documents. EMS may elect to reduce or waive
the Management Fee.
B. Payment of Fees.
The Management Fee paid by the Fund shall be calculated and paid in advance but shall be
amortized monthly by the Fund over the quarter for which such Management Fee is paid.
Unearned portions of the Management Fee shall be returned to investors.
C. Additional Fees and Expenses.
The Funds will bear its own and its attributable share of the respective master
fund’s operating and other expenses, including, but not limited to:
(i) Investment-related expenses (e.g., brokerage commissions, clearing and
settlement charges, custodial fees, interest expenses, initial and variation margin, broken deal
expenses and other transactional charges, fees or costs, consulting, advisory, investment banking,
valuation, legal and other professional fees relating to particular investments or contemplated
investments as well as research-related expenses, including, without limitation, news and
quotation equipment and services, market data services, fees to third-party providers of research
and/or portfolio risk management services and research-related travel, meals and lodging);
(ii) Legal expenses (including with respect to litigation and threatened litigation,
if any);
(iii) Any expenses associated with regulatory filings made in connection with the
Fund’s operations and portfolio holdings (e.g., filings with the U.S. Securities and Exchange
Commission (the “SEC”), but excluding the preparation of Form ADV, Form PF or Form CPO-
PQR);
(iv) Expenses related to the maintenance of the Fund’s registered office and
corporate licensing;
(v) Costs relating to communications with investors (including maintenance of the
website, CRM and investor portal for the benefit of investors);
(vi) Accounting, audit and tax advice and preparation expenses (including
compilation and preparation costs of financial statements, tax returns, reports to the partners of
the Master fund and Schedules K 1);
(vii) Printing and mailing costs;
(viii) Market information systems and computer software and information
expenses, fees of pricing, data and exchange services; valuation firms and financial modeling
services, the costs and expenses of third-party P&L, or risk analytics, order, trade and
commission management products and services (including, without limitation, the costs of risk
management and trading software, or database packages), Bloomberg data and interface fees and
user license fees of the investment professionals;
(ix) Insurance costs (including, without limitation, directors’ and officers’ liability
or other similar insurance policies, errors and omissions insurance and other similar policies for
the benefit of the Fund);
(x) Filing and registration fees (e.g., blue sky and corporate filing fees and
expenses);
(xi) Fees of the Administrator (including reimbursable expenses);
(xii) Board of Directors’ fees;
(xiii) The Management Fee;
(xiv) Any extraordinary expenses (including indemnification or litigation
expenses and any judgments or settlements paid in connection therewith);
(xv) All other costs and expenses arising out of the Fund’s indemnification
obligations;
(xvi) Any and all taxes including entity-level taxes imposed on or with respect to
the respective master fund without regard to the status or attributes of the partners of the
respective master fund (other than entity-level taxes or “imputed underpayments” imposed under
Section 6225 of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”) (or any similar
state or local law)) and governmental fees or other charges payable by or with respect to or
levied against the Master Fund, its investments, or to federal, state, or other governmental
agencies, domestic or foreign, including real estate, stamp, or other transfer taxes and expenses
related to complying with AEOI (as defined below);
(xvii) Any and all fees and expenses relating to representation by the tax matters
partner or the partnership representative, as applicable, of the respective master fund and its
partners;
(xviii) All legal and other expenses relating to the on-going offer and sale of
shares (and, directly and indirectly, interests in the respective master fund), (including, without
limitation, any necessary updates to the Fund’s documents, any regulatory filings made in
connection with the on-going offer and sale of shares and the negotiation and monitoring of any
side letters);
(xix) Winding-up and liquidation expenses; and
(xx) Other similar expenses related to the Fund and the respective master funds;
For the avoidance of doubt, “similar expenses” refers to any expenses that are
similar in type and nature to the expenses described in the previous sentence and any expenses
determined by EMS to be primarily related to providing the proper infrastructure for EMS in
connection with the Fund’s investments and operations; for instance, fees and expenses relating
to the installation, servicing and maintenance of and consulting with respect to, information
technology items that primarily serve EMS’ investment and accounting professionals in
...