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
Irenic is paid an investment management fee (“Management Fee”) per annum of the net asset
value of the Funds. Generally, Irenic’s Management Fee will range from 1.00% to 2.00%. The
Investment Manager, in its sole discretion, may waive or modify the Management Fee for any
Investor.
Other Types of Fees or Expenses
Irenic is authorized to incur and pay in the name and on behalf of the Funds all expenses which
we deem necessary or advisable.
The Funds will bear all of their operating expenses (collectively, the “Fund 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 Funds’
portfolios, 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, 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, as well as the costs of
research management 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, 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, without limitation, in
connection with outsourced trading; (i) expenses associated with legal and regulatory filings
of the Funds in the United States, the Cayman Islands 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 Funds’ operations, investments and transactions, including, without
limitation, fees and expenses of the Administrator (defined below) 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 governmental charges on the Funds, including, without limitation, any
withholding taxes not due to the status or noncompliance of a particular Investor; (q) costs
and expenses associated with Investor communications and reports and the delivery thereof
to Investors; (r) the costs of service providers or software to measure or monitor risk metrics,
to aggregate positions and/or to provide reporting with respect to risk metrics and/or
positions; (s) costs and expenses associated with meetings of the Investors including without
limitation the reasonable costs of the Investment Manager’s travel to such parties; (t)
insurance expenses, including, without limitation, general partner liability insurance and other
policies, if any, as well as the Funds’ share of expenses with respect to directors’ and officers’
liability insurance and errors and omissions insurance and other policies, if any; (u) costs and
expenses (including, without limitation, entity-level taxes, fees or other governmental
charges) associated with the formation, organization and operation of any subsidiary, special
...