Item 5 – Fees and Compensation
The Fund
In consideration for the investment management services provided to the Fund, and pursuant to the
Fund Governing Documents, the Master Fund pays to Gillson Capital (on behalf of each Feeder
Fund) a monthly management fee equal to 0.1458% (1.75% annually) of the Master Fund’s capital
account balance (the “Management Fee”) as of the beginning of each month. The Management Fee
for Founders’ Interest investors was calculated at a rate of 1.75% annually during the first twelve-
month period following a subscription, at a rate of 1.5% annually during the second twelve-month
period following a subscription and is currently calculated at a rate of 1.25% annually. Management
Fees are payable without regard to the overall success or income earned by the Fund. The precise
amount of, and the manner and calculation of, the Management Fees for the Fund is described in full
detail in the Fund’s Governing Documents received by each investor prior to making an investment
in the Fund.
Gillson Capital, in its sole discretion, is permitted to reduce or waive the Management Fee with respect
to any investor, and has done so with regard to the Principal and employees of the Investment
Manager, immediate family members of such persons, and trusts or other entities established for their
benefit.
Management Fees are deducted from the Funds on a monthly basis at the beginning of each month.
Because Management Fees are paid monthly in advance and investors are only able to redeem interests
at month end, subject to the terms of the Fund’s Governing Documents, a refund of any pre-paid
Management Fees is not permitted. An investor requesting withdrawal from the Fund is subject to
the provisions specified in the Fund’s Governing Documents, including a 4% redemption fee for
withdrawals made prior to the end of an investor’s lock-up date.
As described in Item 6 below, the Investment Manager is also entitled to receive performance
compensation (a “Performance Fee”) with respect to each calendar year (or other applicable period),
typically 20% (or 17.5% in the case of Founders’ Interests) of net profits allocated to each Fund
investor on an annual basis, payable at the end of each year or other period.
The Fund pays out of its assets all organizational, start-up and initial offering costs and expenses,
including costs for background checks, investigations and other methods of evaluation, the costs and
expenses incurred with respect to the preparation of the Governing Documents and a portion of the
costs and expenses relating to the entry into contracts to which the Fund is a party, including, but not
limited to, the administration agreement, custody agreement, brokerage agreement(s) and management
and advisory agreements. The Fund amortized these expenses and its allocable portion of the
organizational and initial offering expenses of the Master Fund for net asset value purposes over a
period of sixty months, beginning with the date on which interests were initially issued.
In addition to the Management Fee and Performance Fee, the Fund pays out of its assets all of its
ordinary and extraordinary expenses which include, but are not limited to: (i) routine legal, accounting,
valuation (including the costs of valuation providers and related expenses), auditing, tax preparation
and planning, insurance, printing, computer, postage and similar fees and expenses (including the fees
and expenses incurred by the General Partner in its role as the tax matters partner or the partnership
representative); (ii) fees and expenses of the administrator, the custodian(s), any sub-administrator(s),
sub-custodian(s), the directors and other service providers (including certain out-of-pocket expenses);
(iii) expenses associated with the continued offering of interests in each applicable jurisdiction and
filing and other fees related to such offerings; (iv) interest, commitment and other fees in connection
with borrowings; (v) transaction-related expenses, including brokerage fees, custody charges, costs
relating to the use of order management and execution systems and services and other transaction-
related costs and expenses in connection with its trading and investment activities; (vi) research and
due diligence related expenses, including related consulting fees, travel, background investigations,
subscriptions, databases, legal fees, fees for data processing, data aggregation and risk reporting, but
not including the day-to-day and ordinary expenses of the General Partner or the Investment Manager;
(vii) government filing fees and expenses of the Investment Manager relating to the Investment
Manager’s filing obligations in respect of the Fund (including Form PF, Form 13F, Form CPO-PQR,
Form CTA-PR, Treasury forms or other forms or filings required to be prepared and/or filed under
the Investment Advisers Act of 1940 (the “Advisers Act”), the Commodities Exchange Act, the rules
of the National Futures Association and the rules of any central clearing organization or similar entity
or any similar laws); (viii) the costs of Bloomberg terminal usage and related Bloomberg exchange
fees; (ix) extraordinary expenses (e.g., litigation costs and indemnification obligations) that the Fund
incurs; and (x) any other expenses related to its ongoing operation.
The Fund’s investors also bear the costs of certain products and services received by the Investment
Manager that constitute “brokerage and research services” under Section 28(e) of the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as described in Item 12 below. The Fund
typically pays for these products and services directly and/or through “soft dollar” or client
commission agreements that fall under the safe harbor for such services established by Section 28(e).
The Fund will not bear any of the internal operating costs and overhead expenses of Gillson Capital,
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