Item 5: Fees and Compensation
A: Advisory Fees and Compensation
The Adviser charges each Investor in the FACT Global Long Only Fund an investment management fee
(the “Long Only Management Fee”) of 0.5% per annum. Additionally, the Adviser charges an investment
management fee of 1% per annum for the West Tower account and 0.3% per annum for the Galaxy Plus
Hedge Fund LLC account (the “Sub-Advised Account Management Fee”).
As for the FACT Global Long Short Fund, FACT Global Long Short Offshore Fund, the Adviser charges
each Investor an investment management fee (the “Long/Short Management Fee”) based on the
Partnership’s AUM, in accordance with the following schedule:
Long/Short Management
Assets in the Account
Fee (As an Annual % of
($mm)
Assets)
< $500 1.20%
$500 - $1,000 1.00%
Together, the Long Only Management Fee and the Long/Short Management Fee will be referred to as
(the “Management Fee”).
The Management Fee is charged quarterly in advance based on the net asset value of the capital
accounts on the first day of the quarter. If a new Investor account is established during a quarter or an
Investor makes an addition to its account during a quarter, the Management Fee will be charged as of
the date of the additional contribution based on the value of the assets as of the applicable date and will
be prorated for the number of days remaining in the quarter.
The General Partner may, in its sole discretion, modify the Management Fee for Investors that are
members, partners, principals, employees, or affiliates of the General Partner or the Adviser.
B: Payment of Fees
The Adviser deducts the Management Fee from capital accounts on the first business day of each
quarter.
C: Other Fees and Expenses
Each Fund’s offering memorandum and/or LPA contains information regarding the fees and expenses of
the Funds managed by the Adviser. Each Fund will bear all expenses relating to its ongoing structure and
operation (including direct expenses of the Feeder Fund), including: (i) the Management Fee; (ii) all
investment-related costs and expenses (i.e., expenses that, in the Investment Manager’s sole discretion,
are related to the investment of the Fund’s assets, whether or not such investments are consummated),
including commissions and charges, interest on margin accounts and other indebtedness, expenses
relating to short sales, clearing and settlement charges, option premiums and custodial and service fees,
research-related expenses (including research-related travel expenses), expenses relating to consultants,
attorneys, brokers or other professionals or advisors who provide research, advice or due diligence
FACT Capital L.P. Form ADV Part 2A
services with regard to investments; (iii) fees and expenses related to portfolio exposure and performance
management systems, risk management services and software related to trade reconciliation, treasury,
margin, financial and counterparty management, risk monitoring, performance reporting, valuation
quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services
and data feeds) and trade order management systems (including systems that facilitate trade compliance,
commission management, stock locates and transaction cost analysis, and third party service providers
used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring
and data extracts); (iv) the Fund’s legal, accounting, tax preparation and other tax-related expenses
(including preparation and mailing costs of financial statements, tax returns and other reports to Limited
Partners), auditing, consulting and other professional expenses; (v) third-party administration costs, fees
and expenses (including any costs, fees and expenses related to investor communications, relations,
reporting or other investor materials, tax preparation and related reporting, performance information,
data extraction and other types of reporting and any audit or accounting services provided by a third-
party administrator); (vi) all fees and charges of custodians, clearing agencies and banks; (vii) compliance
and reporting expenses and expenses attributable to regulatory filings that are made with respect to the
Fund or assets of the Fund (including Section 13, Section 16, Form D, Form PF, FATCA, anti-money
laundering compliance (including fees and expenses related to the appointment of anti-money laundering
officers for the Feeder Fund), state security filings, general regulatory compliance and non-U.S. position
reporting filings, if applicable, and non-U.S. filings, if any); (viii) the Fund’s pro rata share of Fund-related
insurance costs (including the Fund’s pro rata portion of director’s and officer’s insurance, errors and
omissions insurance, fidelity insurance and other similar policies covering the General Partner and/or the
Investment Manager); (ix) any taxes (including but not limited to any withholding taxes, transfer taxes,
stamp duties and other governmental or self-regulatory agency-related charges or duties); (x) all costs
and expenses incurred in attempting to protect and enhance the value of a Fund investment (including
any fees and expenses associated with any pending or threatened litigation, audit, investigation,
administrative or other proceeding, as well as any settlement costs); (xi) fees and expenses related to any
activist-related activities; (xii) any fees and expenses related to the Fund’s liquidation, if applicable; (xiii)
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