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
Issachar will be paid an investment management fee (“Management Fee”) per annum of the
net asset value of the Funds. The Management Fee will be payable in advance. On a quarterly
basis, each Investor’s capital account will be charged a Management Fee equal to 0.375% of
its capital account balance (1.5% per annum) as of the first day of each calendar quarter
through the termination of the existence of the Fund.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any Investor.
Other Types of Fees or Expenses
Issachar is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Fund will pay, whether directly or through reimbursement of the Firm or one of its
affiliates, all costs and expenses related to its investments and its operations and its share of
the costs and expenses of the operations of the Master Fund, including, without limitation,
the following with respect to both the Fund and the Master Fund: brokerage and other
transaction costs, data fees, subscription fees, data storage and other fees and charges in
connection with the acquisition, transmission, and retention, of data, research, and analytics,
fees and costs of cloud computing systems (including SaaS & IaaS & PaaS),clearing and
settlement charges, outsourced trading service expenses, trade break fees, research
(including research-related travel expenses incurred with respect to specific potential or
existing investments and portfolio management systems) that fall within Section 28(e) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), fees paid to consultants
providing services in respect of such systems, and brokerage products, services and systems
(including order management systems), legal fees and other expenses in connection with
conducting due diligence and negotiating the terms of investments (including investment-
related travel expenses incurred with respect to specific potential or existing investments),
regardless of whether such investments are consummated, investment-related expenses,
custodial fees, consulting fees, directors and officers fees and expenses (including for
individual regulatory filings referable to the Fund), regulatory compliance fees and expenses
related to the Fund, administrator fees and expenses, Bloomberg subscription fees, license
fees, and terminal fees (and those of similar service providers), third party valuation services,
expenses and costs of expert networks, expenses and costs of obtaining surveys, analysis or
other data sets from third parties related to investments or sectors in which the Fund may
invest, attending investor and industry related conferences, initial and variation margin,
interest and commitment fees on debit balances or borrowings, stock borrowing fees
(including, without limitation, dividend payments on short positions) and proxy solicitation
expenses, organizational costs and expenses, legal expenses (including expenses relating to
regulatory or similar investigations, inquiries and “sweeps”), audit and tax preparation
expenses, accounting fees, insurance expenses including costs of any liability insurance
obtained on behalf of the Fund or officers’ and directors’ insurance, government and
regulatory costs and expenses (including filing and license fees and preparation and
submission of filings and licenses, including Section 13 filings, Form PF preparation and filing
fees, blue sky and corporate filing fees and expenses and Cayman Islands notification, filing
and reporting costs and expenses) in connection with specific investments or offering interests
in the Fund or Master Fund, any issue or transfer taxes chargeable in connection with any
securities transactions, any entity level taxes and fees, costs of reporting and providing
information to investors (including updates to offering documents), expenses relating to any
amendment to the Articles or this Memorandum (or the limited partnership agreement of the
Master Fund (as amended from time to time, the “Master Fund LPA”)) governing agreements,
as each may be amended and restated from time to time, and the solicitation of any
Shareholder consents, expenses related to investor meetings, indemnification expenses,
compliance costs (including anti-money laundering, client identification and verification and
tax information exchange obligations), the Management Fee, costs of litigation or
investigation involving Fund or Master Fund activities, and any extraordinary expenses.
In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata
basis with respect to the size of such Investor’s capital account(s) or with respect to the
relative net asset value of the shares held by such Investor, as applicable.
From time to time the General Partner may deem it appropriate to allocate shared expenses
among two or more funds or accounts managed by the Firm or its affiliates. In such instances,
the Fund and/or the Master Fund will bear a portion of such shared expenses using
methodology determined to be appropriate by the General Partner and/or Firm which may
be based on the number of participating accounts or entities, the net or gross assets of
participating accounts or entities, or such other factors as the General Partner and/or
Investment Manager determine in good faith to be appropriate under the circumstances. Any
such determination by the General Partner and/or Investment Manager shall be final and
binding upon the Fund.
To the extent that expenses to be borne by the Funds are paid by the Firm or its affiliates, the
Funds will reimburse the Firm or its affiliates for such expenses. We may waive any such
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