Item 5. Fees and Compensation
Please refer to the Fund Documents for complete definitions of certain terms used herein.
a) Asset based compensation
LindenGrove is generally compensated for its advisory services to the Funds through an
investment management fee from certain Funds based on net assets under management,
which are 1% annually for LindenGrove Capital Feeder Fund Limited and 1.75% annually for
LindenGrove Capital Enhanced Feeder Fund Limited (the "Management Fee"). Investment
management fees are charged monthly in arrears based on the total net asset value of the
Funds (before accrual of the Performance Fee and in each case, calculated at the previous
valuation day and payable in arrears on the last day of each calendar month).
Additionally, consistent with the relevant provisions of the Advisers Act and Rule 205-3 adopted
thereunder, LindenGrove is entitled to receive performance-based compensation as set out in
the offering documents for each Fund (the "Performance Fee").
For LindenGrove Capital Feeder Fund, this fee is calculated on a share-by-share basis at the end
of each calendar year. The percentage fee is 20% of the appreciation in net asset value per
share during the calculation period above the base net asset value per share. The base net
asset value per share is the greater of i) the net asset value per share at the time of issue of the
share and ii) the highest net asset value per share achieved as at the end of any previous
calculation period (if any) during which such share was in issue.
For LindenGrove Capital Enhanced Feeder Fund, this fee is calculated on a share-by-share basis
at the end of each calendar year. The percentage fee is also 20% of the appreciation in net
asset value per share during the calculation period above the reference net asset value per
share. The reference net asset value per share is the greater of i) the net asset value per share
(prior to the accrual of any Performance Fee) at the time of issue or acquisition of that share,
reduced by any investor related taxes accrued or paid subsequent to such date and ii) the
highest net asset value per share (after deduction of the Management Fee and the
Performance Fee) at the end of the fiscal year (other than the current fiscal year) subsequent to
the issue of that share, reduced by any investor related taxes accrued or paid subsequent to
any such date.
The Performance Fee is normally payable to the Manager in arrears within 14 calendar days of
the end of each calculation period or, in the case of redemption, within 14 calendar days after
the date of redemption. In the event of a partial redemption, the shares will be treated as
redeemed on a first in, first out basis, unless a specific lot is requested by the redeeming
investor.
The Manager may, from time to time, at its sole discretion and out of its own resources, decide
to rebate to investors part or all of the Management Fee and/or Performance Fee.
LindenGrove Capital LLP – Form ADV 2A
If the management agreement is terminated during a calculation period, the Performance Fee
in respect of the then current calculation period will be calculated and paid as though the date
of termination were the end of the relevant calculation period.
Each of the above fee calculations may be adjusted subject to certain high-water mark
provisions as described in the Fund Documents. Neither the Firm nor any of its employees or
affiliates accepts additional compensation for the sale of securities or other services or other
investment services or products.
It is critical that investors refer to the relevant Fund’s confidential private placement
memorandum, explanatory memorandum and other governing documents for a complete
understanding of how LindenGrove is compensated for its advisory services. The information
contained herein is a summary only and is qualified in its entirety by such documents.
b) Billing
Fees are deducted from each Fund’s assets. Investors do not have the ability to choose to be
billed directly for fees incurred. The Management Fee with respect to the Funds is generally
payable in arrears on the last day of each calendar month. The Performance Fee is calculated
and charged at the end of each fiscal year (or at the time of an investor redemption).
It is critical that investors refer to the relevant Fund’s confidential private placement
memorandum, explanatory memorandum and other governing documents for a complete
understanding of how fees are deducted from their assets. The information contained herein
is a summary only and is qualified in its entirety by such documents.
c) Other expenses and fees
In addition to the fees referred to above, the Funds will bear all other expenses incidental to
their operations and business, including but not limited to: (i) banking charges; (ii) brokerage
commissions; (iii) fees of legal advisors and independent auditors; (iii) directors' fees; (iv)
directors’ and officers’ insurance; (v) any income tax, withholding taxes, transfer taxes and
other governmental charges and duties incurred in respect of the Funds; and (vi) any costs
incurred in the preparation and distribution of filings, notifications and reports required to be
provided to national regulators and/or shareholders pursuant to applicable rules and regulation
– for example, those required under the Alternative Investment Fund Managers Directive
(AIFMD). Expenses incurred for a specific class of shares will be charged to that class but
general expenses of the Funds will be shared pro rata based on the Net Asset Value of each
class in issue.
The Feeder Funds invest substantially all of their assets in the Master Fund through a “master-
feeder” structure. Each Feeder Fund will indirectly bear administrative and other expenses of
LindenGrove Capital LLP – Form ADV 2A
the Master Fund. Expenses related to investment and trading at the Master Fund will be
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