Fees and Compensation
The fee schedules for the Funds are described in detail in each of the respective Fund’s offering
memorandum. As a general matter, with respect to each Fund and for each investor therein,
Honeycomb or its affiliate deducts an asset-based fee (i.e., Management Fee) of up to 2% in
advance on a quarterly basis, including the fair value, as determined by Honeycomb, of any Special
Investments in which such investor has an interest. In addition, Honeycomb or its affiliates will
be entitled to performance-based compensation (i.e., Incentive Allocation) at the end of each fiscal
year in an amount up to 20% of the net capital appreciation of each investment in the Fund made
by an investor (taking into account, as applicable, gains and losses realized or deemed realized
with respect to Special Investments allocated during such fiscal year, and after reducing such
amount by the amount of the Management Fee debited to such investor during such fiscal year).
Any unrealized net capital appreciation upon which the calculation of the Incentive Allocation is
based will be reduced to the extent of any unrecovered balance remaining in any loss recovery
account maintained for each such investment (i.e., Incentive Allocation will be taken subject to a
“high water mark”, if any). If an investor in a Fund withdraws its interest in the Onshore Feeder
or redeems its shares in the Offshore Feeder prior to the end of a calendar year, such investor's
performance-based compensation, with respect to the portion withdrawn or redeemed, will be
deducted at the time of such withdrawal or redemption. Co-investment vehicles managed by
Honeycomb are subject to performance-based compensation of up to 20% solely on a realized
rather than unrealized basis.
The Management Fee will be prorated for any period that is less than a full quarter and will be
adjusted for contributions and withdrawals/redemptions made during the quarter.
Honeycomb reserves the right to elect to reduce, waive or calculate differently the Management
Fee and/or Incentive Allocation with respect to any investor, including employees or partners of
Honeycomb, the General Partner or their affiliates, or their respective family members or trusts or
estate planning vehicles of such persons. Please refer to the disclosure regarding Side Letters in
Item 4 for more details.
Honeycomb deducts applicable fees from each investor’s account. Investors do not have the ability
to choose to be billed directly for fees incurred.
Each Fund bears its own operating and other expenses and its pro rata share of the Master Fund’s
expenses, including, but not limited to, investment-related expenses with respect to the Master
Fund (e.g., brokerage commissions and transaction costs, clearing and settlement charges,
custodial fees, interest expense, and third party trading-related software (including trade order
management software)); research-related expenses (e.g., third-party research, advisers and
consultants, news and quotation equipment and services, and fees for providers of market and
portfolio data and software); legal and compliance expenses (e.g., investment-related legal
expenses (including document negotiation and review and legal advice), formal and informal
inquiries, indemnification expenses, and expenses associated with regulatory filings relating to the
Fund and/or the Master Fund and to the Master Fund’s portfolio, including without limitation
Schedules 13D, 13G, 13H, Form PF and all other investment or investor related filings); insurance
7 March 2025
costs incurred in connection with each Fund’s business (e.g., acquiring and maintaining D&O
and/or E&O insurance for the Funds, Honeycomb, the General Partner and their respective
employees and affiliates); third party valuation, accounting, audit and tax preparation and
consulting expenses; legal and other expenses relating to the offer and sale of interests in the Funds
(including, without limitation, negotiating terms with, reporting to, and developing offering and
related materials for, investors or prospective investors); taxes; fees and expenses of the directors
of the Offshore Feeder, advisory committee and officers of the Master Fund (including any anti-
money laundering or similar officers), auditor and administrator; and expenses related to the
maintenance of the Funds’ registered office, corporate licensing, extraordinary expenses and other
similar expenses. Expense provisions for the co-investment vehicles are set forth in the
constitutive documents for each such vehicle and are generally substantially similar to those set
forth for the Funds above.
Expenses of the Funds, other than the Management Fee, certain investor-related taxes and any
expenses which Honeycomb determines in its sole discretion should be allocated to a particular
investor, generally will be shared by all investors pro rata provided, however, that any expense
relating specifically to a Special Investment along with an appropriate share of any expenses
associated with audits, taxes and administration, will be charged against the investors participating
in such Special Investment in proportion to their respective participating percentage interests
therein. Additionally, if any of the above expenses are incurred jointly for the account of a Fund
(and/or the Master Fund) and any other investment funds (including any co-investment vehicle),
client accounts and proprietary accounts sponsored by Honeycomb, such expenses will be
allocated among the Fund (and/or the Master Fund) and such other accounts in accordance with
Honeycomb’s expense allocation guidelines. These guidelines permit expense allocations based
on relative assets under management, pro rata based on each client’s relative exposure to a
particular company investment (or exposure to the industry, sector, market or region where such
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