ITEM 5: FEES AND COMPENSATION
Item 5A: Advisory Fees and Compensation
The Adviser and its affiliates typically receive compensation from the Funds from the following
sources: (a) fees based on a percentage of the net assets of the relevant Fund (“Management Fees”),
and (b) fees based on a percentage of the performance of the relevant Fund (“Performance Fees”).
Investors in the Funds (“Investors”) should review all fees charged by the Adviser and its affiliates
to fully understand the total amount of fees to be paid by the Funds and, indirectly, by investors in
the Funds.
Management Fees. The Funds generally pay the Adviser an annual management fee
(“Management Fee”) that is generally between 1% and 1.5% per annum based on investor class
and investment term. In each case, the Management Fee is payable monthly in advance based upon
the net asset value of the relevant Fund and calculated as of the first business day of each month.
The Adviser, in its sole discretion, may waive or modify the Management Fee for certain Investors.
Performance Fees. The General Partner is generally entitled to receive a performance fee (a
“Performance Fee”) of 12.5% to 20% of the net profits (including realized and unrealized gains)
of the Funds, if any. Performance Fees for the Funds are calculated and paid at the end of each
fiscal year or at the time of withdrawal after taking into account expenses of the relevant Fund,
including any Management Fees. The General Partner, in its sole discretion, may waive or modify
the Performance Fee for certain Investors. From time to time, certain series of interests/sub-classes
of shares may be subject to a loss carryforward provision and may apply to the calculation of the
Performance Fee.
Item 5B: Payment of Fees
Hickory Lane or the General Partner generally deducts fees from the Funds’ assets. Hickory Lane
typically deducts the amount of the Management Fee applicable to each Investor at the beginning
of each month. The Management Fee is payable on the first day of each calendar month based on
the net asset value of each capital account balance or series of shares, as applicable, as of the
beginning of such calendar month (adjusted for capital contributions and withdrawals/redemptions
made during the month). Investors are also generally charged an annual Performance Fee based on
the appreciation in each Investor’s account balance or series of shares, as applicable, for such fiscal
year.
Item 5C: Other Fees and Expenses
Fund Expenses. The Adviser will render its services to the Funds at its own expense and will be
responsible for its overhead expenses, including office rent, furniture and fixtures, administrative
services, salaries and bonuses, employee insurance, and payroll taxes.
In addition to paying Management Fees and, if applicable, Performance Fees, the Funds will also be
subject to other investment expenses in accordance with the Fund’s investment management
agreement or fund governing documents, including, but will not be limited to: legal, compliance
(including consultants’ fees), risk management expenses (including software licensing and
consultants’ fees), administrator fees and expenses (including, but not limited to, middle and back
office services and software necessary for trade capture and portfolio management), audit and tax
preparation (including third-party tax preparation) and accounting expenses (including third-party
accounting services and accounting software); organizational expenses (as defined below); third-
party execution and order management system fees and expenses; investment expenses such as
commissions (including execution charges for research provided by executing brokers), research
fees and expenses (including Bloomberg and similar subscriptions and data services and reasonable
research-related travel); interest on margin accounts and other indebtedness; borrowing charges on
securities sold short; custodial fees; bank service fees; Fund’s-related insurance costs (including
D&O and E&O insurance for the Adviser and the General Partner and members of the Funds’
Governance Committees); independent Master Fund Governance Committee members’ fees and
expenses; expenses of the Fund’s regulatory compliance (including compliance with AIFMD,
AEOI and FATCA), filings and reporting (including but not limited to Section 13, Section 16 and
Form PF filings); directors’ fees; pricing service fees; portfolio valuation expenses (including data
feeds and third-party valuation agents); fees and expenses related to any activist-related activities;
and any other expenses related to the purchase, sale or transmittal of Funds’ assets.
Notwithstanding the foregoing, Fund’s expenses (other than those relating to trading, financing,
taxes, indemnification and litigation costs) shall be capped on an annual basis of 0.75% (if the assets
of the Funds are less than $100 million) or 0.50% (if the assets of the Funds are equal to or greater
than $100 million), with calculations to be done as of each month-end of the Fund’s gross assets
under management at the beginning of such month, and with any overages to be borne by the
Adviser.
The organizational expenses of the Funds (including expenses of the initial offer and sale of Fund’s
interests) (the “Organizational Expenses”) will be paid by the Funds. Organizational Expenses, for
net asset value purposes and in the sole discretion of the General Partner, may be amortized over a
period of up to 60 months from the date the Funds commence operations, although, if the Funds
deem it appropriate, such amounts may be accelerated.
Item 5D: Prepayment of Fees
Management Fees are paid monthly in advance. Investors should refer to their respective Fund’s
governing documents for an overview of their respective withdrawal/redemption rights. The
information contained herein is a summary only and is qualified by the relevant Fund governing
documents.
Item 5E: Additional Compensation and Conflicts of Interest
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