Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee and Incentive Fee
Fernbridge is paid an investment management fee (“Management Fee”) per annum. Pursuant
to the Funds’ Offering Documents, the Investment Manager is entitled to an annual incentive
fee (the “Incentive Fee”). Each Investor is subject to the greater of the Management Fee or
the Incentive Fee.
The Management Fee ranges from 0.25% to 1.00%, on an annualized basis, of the gross asset
value of the capital account balances of each Investor, determined as of the beginning of each
monthly period.
The Incentive Fee is equal to 20% or 30% of the outperformance, as detailed in the Offering
Documents.
The Management Fee and Incentive Fee are subject to additional terms as outlined in the
Funds’ Offering Documents. The Management Fee is deducted from an account on a monthly
basis and the Incentive Fee is deducted from an account on an annual basis.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee or
Incentive Fee for any Investor.
Other Types of Fees or Expenses
Fernbridge is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of its own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
The Funds bears all of its operating expenses and its pro rata share of the operating expenses
of the Master Fund (collectively, the “Partnership Expenses”), which expenses will include,
without limitation: (a) organizational and offering expenses; (b) expenses associated with all
investments and transactions considered, evaluated and/or consummated by the Funds, as
well as overall consideration and evaluation of the Master Fund’s portfolio, including, without
limitation, those expenses incurred before the initial closing of the Funds, including, without
limitation, expenses associated with sourcing, negotiating, investigating, researching,
financing and structuring of investments and potential investments, whether or not
consummated, including, without limitation, data and research onboarding ingestion,
aggregation and analysis and third-party research, data, analytics, modeling, risk, structuring,
pricing, execution and other third-party information systems, including, without limitation,
installation and maintenance, software and service fees (including, without limitation, the
expenses with respect to data, data feeds, subscriptions, expert networks, political
intelligence providers and reports); (c) the costs of research-related computer hardware and
software expenses, including, without limitation, Bloomberg terminals and subscriptions and
other market information systems and corporate access tracking systems; (d) the costs of the
Investment Manager’s portfolio management system and any other software used for
accounting and/or monitoring of the portfolio, including, without limitation, subscriptions
relating to, among other things, trading and order management systems and services; (e)
expenses associated with holding, financing, monitoring, hedging, maintaining and disposing
of all investments of the Funds and all transaction and other costs associated therewith,
including and without limitation, expenses associated with proxy research and voting services;
(f) travel and related expenses associated with investments and potential investments; (g)
professional fees associated with investments and potential investments, including, without
limitation, consulting, due diligence, accounting, valuation, financial, legal and other advisory
fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and
settlement charges and similar fees and expenses associated with the acquisition, disposition
and settling of investments and potential investments, including and without limitation, in
connection with outsourced trading; (i) expenses associated with legal and regulatory filings
of the Funds in the United States or in any other jurisdiction (including, without limitation,
pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as well as the expenses associated with preparation and filing of the
Investment Manager’s Form 13F, Form 13H and Form PF, if applicable, and any other similar
filing in any other U.S. or non-U.S. jurisdiction; (j) administrative, custodial, appraisal,
valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses
associated with the Fund’s operations, investments and transactions, including, without
limitation, fees and expenses of the fund administrator and the costs of client relationship
management systems; (k) expenses incurred in connection with responding to requests or
inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority,
regulatory body or self-regulatory organization with respect to the Funds; (l) broken-deal,
failed transaction, break-up and similar fees, costs and expenses (if any); (m) costs and
expenses of leverage or any other borrowings of the Funds, including, without limitation,
interest charges and fees; (n) expenses incurred in the collection of monies owed to the Funds,
as applicable; (o) auditing and accounting expenses of the Funds, including, without limitation,
expenses associated with the preparation of financial statements, tax returns and Schedules
K-1 and the fees and expenses of the auditor; (p) any entity-level taxes, fees or other
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