Item 5: Fees and Compensation
The fees applicable to the Fund are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
Lloyd Harbor is paid an investment management fee (“Management Fee”).
The Management Fee will range from 1% to 2%. per annum based on the net asset value
of the Fund.
Lloyd Harbor, in its sole discretion, may waive or modify the Management Fee for any
Investor.
Other Types of Fees or Expenses
Lloyd Harbor is authorized to incur and pay in the name and on behalf of the Fund 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, marketing and all salaries, bonuses and benefits paid to, or on behalf of,
personnel of the Firm.
The Funds bear all other expenses, which include, without limitation, the following
expenses incurred by or allocable to the Funds: (a) organizational and offering expenses;
(b) expenses associated with all investments and transactions considered, evaluated
and/or consummated by the Funds, including, without limitation, those expenses
incurred before the initial closing of the Funds, including, without limitation, expenses
associated with sourcing, negotiating, investigating, researching, financing and
structuring of investments and potential investments, whether or not consummated,
including, without limitation, third-party research, data, analytics, modeling, structuring,
pricing, execution and other third-party information systems, software and service fees
(including, without limitation, the expenses with respect to data feeds, subscriptions,
expert networks, political intelligence providers, and reports); (c) research-related
computer hardware and software expenses, including, without limitation, Bloomberg
terminals; (d) the Funds’ pro rata share of the Firm’s order management system, portfolio
management system and any other software used for accounting and/or monitoring of
the portfolio; (e) expenses associated with holding, financing, monitoring, hedging,
maintaining and disposing of all investments of the Funds and all transaction and other
costs associated therewith; (f) travel and related expenses associated with investments
and potential investments; (g) professional fees associated with investments and
potential investments, including, without limitation, consulting, due diligence,
accounting, valuation, financial, legal, and other advisory fees and expenses; (h)
transaction fees, brokerage commissions, custodial fees, clearing and settlement
charges and similar fees and expenses associated with the acquisition, disposition and
settling of investments and potential investments; (i) expenses associated with legal and
regulatory filings of the Funds (including, without limitation, pursuant to Section 13 and
16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) and
the Funds’ pro rata portion of the expenses associated with preparation of the Firm’s
Form 13F, Form 13H and Form PF, and any other similar filing in any other U.S. or non-
U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation, legal, regulatory,
compliance, consulting, advisory and similar fees and expenses associated with the
Funds’ operations, investments and transactions, including, without limitation, fees and
expenses of the Funds’ administrator; (k) expenses incurred in connection with
responding to requests or inquiries from any U.S. federal, state, local or non-U.S.
governmental entity or authority, regulatory body or self-regulatory organization and all
extraordinary expenses; (l) broken-deal, failed transaction, break-up and similar fees,
costs and expenses, if any; (m) costs and expenses of leverage or any other borrowings
of the Funds, including, without limitation, interest charges and fees; (n) expenses
incurred in the collection of monies owed to the Funds, as applicable; (o) auditing and
accounting expenses of the Funds, including, without limitation, expenses associated
with the preparation of financial statements, tax returns and Schedules K-1 and the fees
and expenses of the auditor; (p) any entity level taxes, fees or other governmental charges
on the Funds, including, without limitation, any withholding taxes not due to the status or
noncompliance of a particular Investor; (q) costs and expenses associated with investor
communications and reports and the delivery thereof to investors; (r) the costs of service
providers or software to measure or monitor risk metrics, to aggregate positions and/or
to provide reporting with respect to risk metrics and/or positions; (s) costs and expenses
associated with meetings of the Investors; (t) insurance expenses; including, without
limitation, directors’ and officers’ liability insurance, general partner liability insurance,
errors and omissions insurance and other policies, if any; (u) costs and expenses
(including, without limitation, entity-level taxes, fees or other governmental charges)
associated with the formation, organization and operation of any subsidiary, special
purpose vehicle, alternative investment vehicle, holding company, or similar entity
formed with respect to investments, credit facilities or other transactions entered into for
the benefit of the Funds; (v) wind-up, liquidation, termination and dissolution expenses;
(w) costs, fees and expenses related to registration, qualification and/or exemption under
any applicable U.S. federal, state, local or non-U.S. laws, rules or regulations, including,
without limitation, blue sky fees, Form D, Form 8.3, CFTC filings and notices and other
securities and/or investment-related filing expenses; (x) costs related to any transfers of
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