ITEM 5: FEES AND COMPENSATION
All investors of the Funds are “accredited investors” as defined under Rule 501 of Regulation D
of the Securities Act of 1933, as amended (the “Securities Act”) and “qualified clients” as defined
under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In
addition, the Funds can limit the sale of Interests (defined below) to investors who are “qualified
purchasers” as defined under the Investment Company Act of 1940, as amended (the “Investment
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Company Act”). Exome is compensated through management and performance fees or allocations
which are described in its advisory contracts with its clients.
Exome charges each Fund a quarterly management fee, payable in advance, on the first Business
Day of each calendar quarter after giving effect to subscriptions and withdrawals made as of such
date plus value-added taxes or similar taxes (where applicable) equal to 0.375% (equivalent to an
annual management fee rate of 1.5%) of the Net Asset Value as of such Business Day (the
“Management Fee”). In addition, the Management Fee will be paid on capital contributions made
on a date other than the first day of a calendar quarter in respect of the remaining portion of that
quarter. At the discretion of the Investment Manager, the Management Fee can be reduced or
waived with respect to any qualified investor (each such person upon admission to the Fund, a
“Non-Managing Member” and, together with the Managing Member, the “Members”) with a
limited liability company interest (“Interest”) in a Fund or Capital Account (defined herein). Each
Member will have a separate account (each such account, a “Capital Account”) established on
the books of a Fund, which will initially be equal to the aggregate net asset value of the assets (net
of liabilities) of such Member initially contributed to the Fund. In addition, a performance fee or
allocation accrues on a monthly basis, and at year-end, the performance fee or allocation is
crystallized and paid to Exome. Generally, Exome deducts the management fee and/or
performance fee from each Fund by instructing such fund’s administrator and/or custodian.
The Fund will bear the costs of structuring and organizing the Fund. Certain organization expenses,
including, but not limited to, legal fees and accounting fees, could, to the extent they are not
material, be amortized on a straight-line basis over five (5) years commencing on the initial date
upon which subscriptions are accepted (the initial date upon which subscriptions are accepted
defined herein as the “Closing Date”). If the organization expenses have not been amortized, the
Fund could, to the extent they are not material, allocate a portion of such expenses to investors
who are admitted after the Initial Closing Date.
On an ongoing basis, the Fund will pay all expenses incurred in connection with the Fund’s
operating expenses and administrative expenses. Operating expenses include, but are not limited
to, investment expenses (i.e., expenses which are determined to be related to the investment of the
Fund’s assets, such as brokerage commissions, expenses relating to short-sales, clearing and
settlement charges, custodial fees, bank service fees, margin and interest expenses, ticket charges,
out-of-pocket costs related to specific investments, fees and charges, disbursements of custodians
and sub-custodians and currency and exchange rate hedging, regulatory registrations and filings
for the Fund and, to the extent related to the Fund, certain expenses related to regulatory filings of
the Investment Manager and its affiliates (including, without limitation, Forms PF and CPO-PQR),
expenses related to the formation and maintenance of any vehicles, including alternative
investment vehicles, formed to effect or facilitate the acquisition or holding of any investment and
to provide financing for investments and expenses relating to proposed investments that are not
consummated); compensation of third-party subadvisors; fees and charges and disbursements of
escrow agents and costs of subscriptions, Transfers and withdrawals by Members; financing costs;
due diligence, research and investment-related travel expenses; internal and external legal
expenses; professional fees (including expenses of consultants and experts) relating to
investments; internal and external accounting expenses (including the cost of accounting and
trading software packages); auditing and tax preparation expenses; valuation expenses (including
the cost of third-party valuation agents); cost of software (including fees of third-party software
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developers) used by the Investment Manager to track, settle and monitor investments and to wire
funds to and from the Fund; all third-party charges and expenses related to due diligence and
research; organizational expenses; insurance premiums and expenses; the Management Fee; any
taxes and duties payable in any jurisdiction in connection with the operation of the Fund; fees and
expenses of any agents or service providers (including a third-party administrator); entity-level
taxes and other similar expenses related to the Fund; extraordinary expenses (including litigation,
indemnification and contribution expenses); and all other expenses and/or liabilities incurred in
connection with the operation of the Fund. Any fees and expenses associated with any Interests or
any particular class or series of Interests as determined by the Managing Member will initially be
allocated to such applicable class or series of Interests.
The Investment Manager will bear the costs of providing its services to the Fund, including its
general overhead, salary, office, and travel expenses (other than travel related to the investment of
the Fund’s assets), and will be reimbursed by the Fund for any non-investment advisory expenses
it incurs on behalf of the Fund.
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