K2/D&S Management Co LLC

Item 5           Fees and Compensation
ADVISORY FEES
Investment management fees are generally calculated under contractual arrangements with the Advisers’
clients as a percentage of the market value of assets under management. Annual rates vary by investment
objective and type of services provided. Fee arrangements for Separate Accounts vary by client, and are
based on a number of different factors, including investment mandate, services performed, and
account/relationship size. To the extent permitted under the Investment Advisers Act of 1940 (the “Advisers
Act”) and other applicable law, the Advisers can negotiate and charge performance fees or special allocations
in addition to asset-based fees in connection with Accounts. In addition, fees and allocations can be fixed,
fixed plus performance, or performance only. Please refer to Item 6 (“Performance-Based Fees and Side-
by-Side Management”) for additional discussion of performance-based fees and allocations.
The Advisers are not generally required to provide notice to, or obtain the consent of, one client when waiving,
reducing or varying fees or modifying other contractual terms with any other client. However, some Separate
Account and Sub-Advised Account clients will, from time to time, seek to negotiate most favored nation
(“MFN”) clauses in their investment management agreements with an Adviser. These clauses typically require
the Adviser to notify a client with an MFN clause if that Adviser subsequently enters into an agreement with
a similar client that provides a more favorable fee rate or certain other contractual terms than those in place
with the client who has the MFN clause at that time. In some cases, certain MFN clauses may require the
Adviser to provide notice of and offer the same fee rate or similar terms to such MFN client. The applicability
of an MFN clause will typically depend on the degree of similarity between clients. An Adviser will typically
consider a number of factors when determining similarity between Accounts, including the type of client, the

scope of investment discretion, reporting and other servicing requirements, the amount of assets under
management, the fee structure and the particular investment strategy selected by each client. An Adviser
typically does not agree to extend MFN rights in the investment management agreements with its clients to
terms contained in investment management agreements contracted between the Adviser’s affiliates and their
clients. The Advisers have sole discretion over whether or not to grant any MFN clause in all circumstances.
Individual investors in certain Funds will, from time to time, seek to negotiate similar MFN provisions as a
condition of their investment.
At the sole discretion of the Advisers, certain directors, officers, employees or strategic business associates
of the Advisers, the Advisers’ affiliates or their respective clients will have their investment management fees,
performance-based fees and/or special allocations waived or reduced in connection with their investment into
Accounts.
SEPARATE ACCOUNTS AND FEE SCHEDULES
The Advisers’ standard fees for Separate Account clients are normally calculated as a percentage of the
value of assets under management, and are typically calculated monthly or quarterly, or as otherwise agreed
with each client. The brochure for each Adviser lists the Adviser’s standard fee schedule for its Separate
Account clients, if any. In some cases, fees will be negotiated.
U.S. REGISTERED FUNDS
With respect to an Adviser’s management of U.S. Registered Funds, investors should consult the applicable
U.S. Registered Fund’s offering documents and/or shareholder reports for specific fee information on those
products. The compensation paid by a U.S. Registered Fund is described in its prospectus, statement of
additional information, and/or shareholder reports. Under their investment management agreements, the
funds typically pay their advisers a monthly fee in arrears (i.e., after the services are rendered) based upon a
percentage of the fund’s average daily net assets. Annual fee rates under the various agreements are often
reduced as net assets exceed various threshold levels. Annual rates also vary by investment objective and
type of services provided. Investment management agreements generally permit Advisers to provide
investment management services to more than one Fund and to other clients as long as the Advisers’ ability
to render services to each of the Funds is not impaired, and so long as purchases and sales of portfolio
securities for various advised Funds are made on an equitable basis.
PRIVATE FUNDS
Each Private Fund’s private placement memorandum (“PPM”), and/or other offering or governing document
describes the applicable fees and expenses. Fees paid by Private Funds and therefore indirectly by Private
Fund investors (“Private Fund Investors”) will, from time to time, differ from fees charged in respect of other
Accounts even where a similar investment mandate is followed. The fees disclosed in the offering and/or
governing documents of a Private Fund will, from time to time, be waived or reduced for one or more particular
investors in that Private Fund.
CO-INVESTMENT VEHICLE EXPENSES
In certain cases, a co-investment vehicle, or other similar vehicle will be formed in connection with the
consummation of a portfolio investment, including to facilitate the investment by investors alongside another
Private Fund. In the event a co-investment vehicle is created, the investors in that co-investment vehicle will
typically bear all expenses related to its organization and formation and other expenses incurred solely for
the benefit of the co-investment vehicle. The co-investment vehicle will also generally bear its pro rata portion
of expenses incurred in making, holding and divesting an investment.
If a proposed investment is not consummated, a co-investment vehicle under certain circumstances will not
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Item 7           Types of Clients
The Advisers currently provide investment advisory and portfolio management services under investment
management agreements to clients in jurisdictions worldwide, which include registered open-end and
closed-end funds and unregistered funds, as well as Separate Accounts. In addition, certain Advisers’ assets
under management include assets in funds that are sold outside of the United States, including those that
are similar to U.S. Registered Funds (“Non-U.S. Registered Funds”) and those that are similar to U.S.
Private Funds. Certain Advisers also provide sub-advisory services to Sub-Advised Accounts sponsored by
other companies, which may be sold to the public under the brand names of those other companies or on a
co-branded basis, and advisory or sub-advisory services to clients, other investment advisers and program
sponsors in connection with SMA Programs as described above. Additionally, at least one Adviser provides
model investment portfolios to certain unaffiliated investment advisers and other financial institutions for use
in connection with advisory service programs they provide to their clients, as well as advisory services
through digital programs using proprietary investment algorithms. For information about the types of clients
of a particular Adviser, please see that Adviser’s brochure, including below for K2/D&S.
An Adviser, if applicable, will consider each prospective Separate Account or Sub-Advised Account client on
an individual basis. An Adviser generally will accept management of a new Separate Account only if a
minimum amount of assets is invested unless special circumstances are present. See an Adviser’s brochure
for more details, including below for K2/D&S. An Adviser generally will accept management of a new Sub-
Advised Account only if a minimum of $250 million in assets is invested by the end of the Sub-Advised
Account’s third year under management with the Adviser, unless special circumstances are present. Special
circumstances for Separate Account and Sub-Advised Account clients include the existence of a related
account already managed by the Advisers or an affiliate. Minimum investment requirements for investing in
U.S. Registered Funds, Private Funds and other pooled investment vehicles managed by the Advisers are
generally set forth in the prospectus, PPM or other offering documents of such client. In some cases, Account
minimums are negotiated or waived at the applicable Adviser’s discretion.
K2/D&S CLIENTS
K2/D&S provides investment advisory and portfolio management services to Fund of Funds, other Private
Funds, Single Investor Funds, Sub-Advised Accounts, Platform Funds, as well as U.S. Registered Funds and
UCITS Funds. Investors in these Accounts may include, without limitation, trusts and estates, public and
private pensions or profit sharing plans, corporations, non-U.S. and state and municipal government entities,
other business entities, high net worth individuals, or certain of K2/D&S’s employees. K2/D&S’s Single
Investor Funds are generally established for entities rather than individuals but could be established for
qualified individuals.
Each investor in a Fund of Funds, other Private Fund or Platform Fund must be an “accredited investor” as
defined in Regulation D of the Securities Act (as defined below), a “qualified purchaser” or “knowledgeable
employee” under the 1940 Act and a “qualified eligible person” under CFTC (as defined below) Regulation
4.7; however, in the case of certain offshore Private Funds, non-U.S. investors generally need not be
“accredited investors” or “qualified purchasers” so long as each such non-U.S. investor is not a “U.S. person”
as defined in Regulation S under the Securities Act.

Each investor in a Fund of Funds, other Private Fund or Platform Fund (other than the U.S. Registered Funds
and the UCITS Funds) is subject to a minimum initial investment amount. These minimums generally range
from $100,000 to $5,000,000 (but may be more or less), depending upon the Account and class or tranche
of shares or interests. Subject to applicable law, K2/D&S maintains discretion to accept less than the minimum
initial investment amount with respect to any Account investor. The required investor qualifications and
minimum investment requirements, if any, imposed by Single Investor Funds or Sub-Advised Account will
vary depending upon the Single Investor Fund’s or Sub Advised Account’s governing and subscription
document. The minimums for investment in each class of shares in each U.S. Registered Fund and each
UCITS Fund are set forth in the applicable prospectus.
U.S. REGISTERED FUNDS
Franklin Templeton’s proprietary retail open-end and closed-end investment companies are registered under
the 1940 Act and their securities are registered under the Securities Act of 1933 (“Securities Act”) and are
offered under one of the Franklin Templeton brand names. These funds consist of various open-end
investment companies serving the institutional and retail market, including variable insurance funds and
smart beta, passive and actively managed ETFs. Additionally, certain Advisers provide investment
management and related services to a number of closed-end investment companies and/or a number of
money market funds whose shares are traded on various major U.S. stock exchanges. Funds managed by
separate Advisers will, from time to time, have a common board of directors/board of trustees. Some
Advisers also provide sub-advisory services to products regulated under the 1940 Act that are sponsored
by third parties.
INSTITUTIONAL SEPARATE ACCOUNTS
Advisers with institutional Separate Account clients generally provide investment management services to
these clients in accordance with the investment objectives, strategies, guidelines and restrictions that are
agreed to between the client and the Adviser in the investment management agreement or other similar
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