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
The Master Fund will pay to Jeneq a quarterly investment management fee (“Management
Fee”). The Management Fee will be calculated at an annual rate of 1.5% of each Limited
Partner’s capital account in the Onshore Fund and of the net asset value of each of the
common shares in the Offshore Fund as of the first calendar day of each calendar quarter,
adjusted for contributions, withdrawals, subscriptions or redemptions made during the
quarter. To the extent the Firm receives the Management Fee at the Master Fund level, no
management fee will be paid at the Feeder Fund level.
Jeneq, in its sole discretion, may change the level at which it receives the Management Fee.
Incentive Allocation
If in any fiscal year, the net profits of the Master Fund allocated to a particular Limited
Partner’s capital account exceed the net losses so allocated to such Limited Partner’s capital
account, there shall be reallocated to the capital accounts of the Master Fund’s General
Partner and/or one or more designated special Limited Partners at the Master Fund level at
the end of the fiscal year an amount equal to 20% of such net profits as of that fiscal year (such
allocations, the “Incentive Allocation”); provided, however, that no Incentive Allocation for a
particular Limited Partner will be made until the net profits for the year exceed such Limited
Partner’s loss carry forward amount.
When calculating the Incentive Allocation at the Master Fund level, the Management Fee and
all items of loss and expense incurred at the Feeder Fund level will be taken into account.
Since the Incentive Allocation is taken at the Master Fund level, no incentive compensation
will be charged at the Feeder Fund level with respect to a Feeder Fund’s investment in the
Master Fund.
Jeneq may waive or modify the Management Fee or Incentive Allocation for Investors that are
members, principals, employees or affiliates of the Firm or the Fund General Partner, relatives
of such persons, and for certain large or strategic investors.
Expenses
Jeneq is authorized to incur and pay in the name and on behalf of the Funds all expenses which
they deem necessary or advisable.
The Firm 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; stationery;
secretarial/internal administrative services; salaries and bonuses; entertainment expenses;
employee insurance and payroll taxes.
All other expenses will be paid by the Funds and shall include, but are not limited to: the
Management Fee; Fund-related legal, compliance (including consultants’ fees), risk
management expenses (including software licensing and consultants’ fees), administrator, tax
Jeneq Management LP Form ADV Part 2A Brochure
preparation and other tax-related expenses, audit and accounting expenses (including third
party accounting services); Organizational Expenses (as defined below); investment expenses
(whether or not such investments are consummated) such as commissions, research fees and
expenses (including research-related travel, Bloomberg and similar subscriptions and data
services and third party consultants); fees and expenses related to sourcing, evaluating,
consummating, monitoring, managing and enforcing actual or potential investments
(including, but not limited to, expenses relating to: shareholder and management
communication, soliciting proxies, hiring proxy advisory consultants, hosting shareholder
forums and hiring public relations consultants); trading-related technology software costs
deemed by the Firm to benefit the Funds such as portfolio and order management systems;
interest on margin accounts and other indebtedness; borrowing charges on securities sold
short; custodial fees; bank service fees; Fund-related insurance costs (including D&O and E&O
insurance for the Firm and the Fund General Partner and outside directorship); shareholder
proxy voting services; Directors’ fees and expenses; expenses of regulatory compliance
(including compliance with AIFMD), filings and reporting (including but not limited to Section
13, Section 16 and Form PF filings); fees and expenses related to the negotiation of
agreements with Shareholders, including side letters; Directors’ fees and expenses; and any
other expenses related to the purchase, sale or transmittal of Fund assets.
Each investment vehicle that invests in the Master Fund will indirectly bear the administrative
and other expenses of the Master Fund pro rata based on its interest in the Master Fund. It
is anticipated that virtually all expenses will be incurred at the Master Fund level and therefore
expenses incurred directly by the Feeder Funds are expected to be relatively small.
The organizational expenses of the Feeder Funds (including expenses incurred in connection
with the initial offer and sale of limited partnership interests in Onshore Fund or common
shares in the Offshore Fund) (the “Organizational Expenses”) will be paid by the Feeder Funds
and, for net asset value purposes, may be amortized over a period of up to 60 months from
the date the relevant Feeder Fund commenced operations, although, if the Feeder Fund
deems it appropriate, such amounts may be accelerated.
All expenses incurred in connection with transactions effected or positions held on behalf of
the Cathaya Fund (including, without limitation, custodial fees, clearing fees, brokerage
commissions, interest and commitment fees on loans and debit balances, withholding or
transfer taxes, legal or accounting fees and expenses, costs of any specialized consultants
engaged in connection with investments, market data subscription charges, electronic trading
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