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
FORA is generally paid an investment management fee (“Management Fee”) equal to 2% per
annum of the opening balance of the Investor’s respective capital account. The Management
Fee will be received monthly in advance and will be appropriately prorated to reflect any
capital withdrawals and contributions which occur during a month. Since Investors generally
are not permitted to redeem from a Fund intra-month, Investors do not receive a refund of
any pre-paid management fees. The Investment Manager, in its sole discretion, may waive or
modify the Management Fee for any Investor (including, e.g., our employees).
Separate account clients will also typically be subject to a management fee or fixed fee as set
out in the client’s investment management agreement. Separate account fees will be
deducted or billed in accordance with the specific arrangement with the client.
Performance Allocation
FORA is generally entitled to receive a performance allocation (the “Performance
Allocation”), equal to 20% of net new profits (realized and unrealized), if any, from the
performance of the Funds, as further described in the Fund’s Offering Documents. The
incentive allocation is generally calculated and paid annually. An incentive allocation is also
calculated and allocated upon an investor’s withdrawal or redemption from a Fund, but only
on the amount withdrawn or redeemed. Payment of the incentive allocation is subject to a
“high water mark” (paid only after losses, if any, have been recovered). FORA, in its sole
discretion, may waive or modify the Performance Allocation for any Investor (including, e.g.,
our employees).
Separate account clients will also typically be subject to a performance-based fee as set out
in the client’s investment management agreement. Separate account fees will be deducted
or billed in accordance with the specific arrangement with the client.
See “Performance Based Fees and Side by Side Management” below for the conflict of
interest associated with any performance-based fees.
Other Types of Fees or Expenses
FORA is authorized to incur and pay in the name and on behalf of the Funds all expenses which
they deem necessary or advisable.
The Funds are not responsible for and do not pay any of FORA’s ordinary administrative and
overhead expenses, including, without limitation, 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 bear all other expenses, which include, without limitation, the following expenses
incurred by or allocable to the Funds: (i) Management Fees; (ii) all general investment
expenses (i.e., brokerage commissions, trade order management system, expenses related to
FORA Capital, LLC Form ADV Part 2A Brochure
short sales, clearing and settlement charges, market data set fees and expenses, research
expenses, quotation and news services, bank service fees, spreads, interest expenses,
borrowing charges, short dividends, custodial expenses and other investment expenses); (iii)
data processing costs and expenses up to one percent (1%) of the Fund’s total net asset value
per annum, including expenses incurred for data, computer hardware (systems and parts),
hosting and colocation fees, electricity needed to operate computers, and cloud services,
which may include fees, costs and expenses of third-party service providers that provide such
services; (iv) all administrative, legal, accounting, auditing, record-keeping, tax form
preparation, compliance and consulting costs and expenses of third-party service providers,
including Advisory Board fees; (v) all fees, costs and expenses of third-party service providers
related to middle office operations which may include daily reconciliation of cash, cost,
positions and valuations, dividends and interest accruals, trade break identification and
resolution and corporation action management; (vi) costs and expenses associated with
preparing investor communications, printing and mailing costs; (vii) insurance costs and
expenses (including Errors and Omissions Insurance and Directors and Officers liability
insurance) applicable to the Funds; (viii) taxes and other governmental charges payable by the
Funds; (ix) governmental licensing, filing and exemption fees (including Blue Sky filing fees and
Form PF filing fees and similar expenses, if necessary); (x) indemnification obligations; (xi) all
expenses (including reasonable attorneys’ fees) incurred in connection with any threatened,
pending, or anticipated litigation, U.S. Internal Revenue Service (“IRS”) examination or audit,
or similar audit or examination by any state or local taxing authority, or other legal proceeding;
and, (xii) any extraordinary expenses.
All organizational costs and expenses related to the offer and sale of interests in the Funds
have already been paid.
The Firm or its affiliates, in the Firm’s sole discretion, may from time to time pay for any of the
foregoing Fund expenses or waive their right to reimbursement for any such expenses, as well
as terminate any such voluntary payment or waiver of reimbursement.
In addition to FORA’s management and performance-based fee, separate account clients
typically also will agree to bear data and technology expenses, insurance, administrative,
custodial, brokerage, research and transaction costs or expenses associated with the account.
Separate account clients may also agree to bear a portion of FORA’s administrative and
overhead expenses as agreed upon in the client’s investment management agreement.
Separate account clients typically enter into agreements for services with third party service
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