FEES AND COMPENSATION
A. Advisory Fees and Compensation
Jones Hill Capital generally receives management fees and performance-based
compensation for investment advisory services provided to Clients pursuant to certain investment
management agreements and sub-advisory contracts. The Firm reduces or waives management fees
and/or performance fees for certain of our affiliates and related persons, including, without
limitation, limited partners that are employees or partners of Jones Hill Capital and/or its affiliates,
and accounts that may be established for the benefit of such persons. The Firm reserves the right
to reduce, waive or calculate differently the fees of certain investors in a Fund or Sub-Advisory
Account and certain Clients or Investors are subject to reduced fees. Additionally, management fees,
performance-based compensation and other economic terms can vary from those described herein
on a client-by-client basis. The fees applicable to the Funds and other Clients are described in detail
in their respective Offering Documents or sub-advisory contracts, respectively. A brief summary of
such fees is provided below.
1. Management Fee
Jones Hill Capital is paid an investment management fee (“Management Fee”) of 2% per
annum of the net asset value of each series of shares or capital account of the Clients. The
Management Fee is normally charged on the first day of each quarter and is paid in advance based
on the net asset value of the applicable Client as of such date (and is prorated for partial quarters).
Jones Hill Capital may, in its sole discretion, waive, reduce or modify the Management Fee
at any time. For example, employees of Jones Hill Capital do not pay Management Fees and certain
“founder” investors have received size-based discounts. The Firm reserves the right to impose on
future Clients fee arrangements that differ from those fee arrangements described above, as further
set out in the respective Offering Documents or sub-advisory contracts.
2. Other Types of Fees or Expenses
Other fees and expenses incurred by Clients include, but are not limited to, the following:
(A) the researching, making, holding, monitoring or disposing of investments (the
“Investments”) (including prospective Investments);
(B) research and market data, including alternative data (including any hardware, software
and related materials incorporated into the cost of obtaining such research and market
data, including related third-party vendors);
(C) exchange, clearing and settlement charges and other trading-related costs (including
the costs of trading service providers, technology support, and operational and back-
office services), appraisal fees and reasonable travel and related expenses (including
business class transportation, lodging, meals, admission costs for attending
conferences related to such investments and other similar costs and expenses);
(D) investment banking fees and expenses, such as underwritings and private placement
expenses;
(E) interest on, and commitment fees and expenses arising out of, debt balances or
borrowings (including stock borrowings) and banking and custody fees;
(F) fees of consultants and finders relating to Investments;
(G) any attorneys, appraisers, accountants, consultants or other experts;
(H) expenses and fees incurred in connection with the offering and sale of the Interests,
including related to preparing offering documents and other marketing materials, the
engagement and services of placement agents (including reimbursement of expenses
and indemnification of such placement agents), the negotiating and documenting any
related compensation arrangements, reporting and providing information to existing
and prospective Clients or Investors, the structuring and documenting of any seeding
arrangements, the negotiation of and compliance with side letters, registration and
other filing fees (including any Form D and “blue sky” filing fees) to the extent such
fees are directly related to a Client’s activities; and
(I) administrative fees, printing costs, costs of reporting, registration and other filing fees
to the extent such fees are directly related to a Client’s activities, other out-of-pocket
expenses, the cost of compliance with any applicable federal, state and other laws
directly related to a Client’s activities, additional agreement negotiations and other
similar expenses, operational and investment expenses, including the costs, fees and
expenses associated with compliance, regulatory filings or regulatory and
governmental inquiries of a Client, including:
(i) all costs, fees and expenses associated with any investigations, responding to
any subpoenas, participating in any proceedings, entering into any settlements
or disgorging any profits of the Client (x) for activity involving the Client or
any indemnified person of a Client, or (y) that are directly related to Investments
or business as an investor;
(ii) all costs, fees and expenses (including legal fees and expenses) incurred to
comply with any applicable law, rule or regulation (including rules and
regulations from self-regulatory organizations, as well as privacy and data
protection laws) to the extent such costs, fees and expenses directly relate to a
Client’s activities, including costs, fees and expenses incurred in connection
with reporting, licensing, registration requirements and regulatory filings each
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