Item 5: Fees and Compensation
Our fees and compensation are described in the advisory contracts we enter into with the
Funds or SMAs, as well as in the Funds’ Offering Documents or the SMAs’ Investment
Management Agreements. All of our Investors are “qualified purchasers” (as defined in
Section 2(a)(51) of the Investment Company Act of 1940, as amended. A brief summary of
such fees is provided below. All fees are deducted from a Client’s assets. Persons reviewing
this Brochure should not construe this as an offering of the Funds described herein, which will
only be made pursuant to the delivery of Offering Documents to prospective investors.
Management Fee
The Master Fund will pay a monthly management fee (“Management Fee”) to Kula
Investments equal to 0.1667% (a 2.0% annual rate) of the aggregate Gross Asset Value of each
Sub-Account, in each case as of the last calendar day of each calendar month. The
Management Fee will be appropriately pro-rated for partial months.
Incentive Fee
As of each December 31, the Master Fund will pay an incentive fee (“Incentive Fee”) to Kula
Investments equal to 20% of New Appreciation (if any) then attributable to each Investor’s
Sub-Account.
Incentive Fees do not themselves reduce New Appreciation or Appreciation for purposes of
calculating future Incentive Fees—i.e., the Firm does not need to “earn back” Incentive Fees
previously paid in order to generate additional Incentive Fees.
If an Investor has multiple Sub-Accounts, the Incentive Fee (and Appreciation, New
Appreciation and the High Water Mark) will be calculated separately with respect to each Sub-
Account. That is, the Incentive Fee will be calculated and made separately with respect to each
Capital Contribution made by an Investor, irrespective of the overall performance of the
Funds, such Investor’s Capital Account or all Interests held by such Investor.
Incentive Fees do not, until paid, reduce the Proportionate Share of a Sub-Account for
purposes of allocating Net Income or Net Loss. An Investor’s “Proportionate Share” with
respect to each Sub-Account will equal the fraction (expressed as a percentage) the numerator
of which is the Gross Asset Value of such Sub-Account, and the denominator of which is the
aggregate Gross Asset Value of all Capital Accounts. “Net Loss” means, with respect to any
given Accounting Period, the decrease in the Net Asset Value of the Funds from the beginning
to the end of such Accounting Period. “Net Income” means, with respect to any given
Accounting Period, the increase in the Net Asset Value of the Funds from the beginning to the
end of such Accounting Period. “Gross Asset Value” means Net Asset Value prior to reduction
for any accrued Incentive Fee.
In the discretion of Kula Investments, the Incentive Fee may be paid to the Firm or its affiliate
at the level of the Funds (rather than at the level of the Master Fund). If the Incentive Fee is
paid at the Funds’ level, there will be no Incentive Fee paid at the Master Fund level on the
assets of the Funds invested in the Master Fund.
Kula Investments, LLC Form ADV Part 2A
Other Types of Fees or Expenses
Kula Investments is authorized to incur and pay in the name and on behalf of its Clients all
expenses which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
To the extent that expenses to be borne by the Clients are paid by the Firm, the Clients will
reimburse the Firm for such expenses. We may waive any such reimbursement with respect
to any Client expenses. Any waiver by us for reimbursement of any Client expenses shall not
serve as a waiver of reimbursement for any future Client expenses to be paid by us.
Neither Kula Investments nor its employees accept compensation, including sales charges or
service fees, from any person for the sale of securities or other investment products.