Item 5. Fees and Compensation
The Funds
LAM intends to provide investment advisory services to each of the Funds pursuant to separate
investment management and/or limited partner agreements (the “Agreements”). The Agreements
for each Fund, along with specific organizational documents of the Fund, set forth in detail the fee
structure relevant to each Fund. The terms of the Agreements are generally established at the time
of the Fund formation.
LAM will typically receive compensation from fees based on a percentage of assets under
management, incentive allocations and certain other fees or expenses related to transactions (see
below). Investors should review all fees charged by LAM and others to fully understand the total
amount of fees to be paid by a Fund and, indirectly, by their investors.
Management Fee
A quarterly management fee (“Management Fee”) will be paid to LAM by the Funds. The
Management Fee will be calculated and paid quarterly in advance. The Management Fee will equal
0.375% (1.50% annual rate) of the quarter-end Gross Asset Value of each investor’s Capital
Account. The Management Fee for the Funds’ Founders’ share class will equal 0.3125% (1.25%
annual rate) of the average quarter-end Gross Asset Value of each Founder’s Capital Account.
Incentive Allocation
The Agreements also provide that the investors will bear an annual incentive allocation (the
“Incentive Allocation”) which is calculated and charged separately with respect to each investor’s
capital account, equal to no more than 20% of the performance (for that year) attributable to each
investor’s capital account, subject to a loss carry forward balance. A withdrawal, transfer or
distribution will result in an incentive allocation being made equal to that which would have been
made had the withdrawal occurred at the end of the calendar year. Investors may be subject to a 5%
early withdrawal fee for withdrawing capital prior to the first anniversary of each capital
contribution. The Funds’ Founders’ share class will be subject to an annual 15% incentive fee.
Organizational Expenses
The Funds will bear all of their organizational costs. The Funds’ organizational and initial offering
costs are expected to be amortized over a 60-month period — beginning with the date that the first
subscriptions are accepted — for purposes of calculating net asset value (although these costs will
be expensed in their entirety for financial reporting purposes as of the initial issuance date); provided
that if these expenses are de minimis as compared to the Funds’ capitalization as the General Partner
expects, the General Partner may elect to accelerate such amortization as a matter of administrative
convenience.
Form ADV Part 2 Brochure | Logen Asset Management LP March 30, 2018
Other Expenses
The Funds will bear all of their operating costs. The Funds operating expenses include, without
limitation: (i) costs of identifying, acquiring, modifying and reselling interests; (ii) interest
charges, financing charges and applicable withholding and other taxes; (iii) the fees for the servicing
and special servicing of loans held by the Funds; (iv) legal, accounting, auditing and other
professional fees and expenses, including consulting and appraisal fees and expenses; (v) tax
preparation and “tax matters partner” fees and expenses; (vi) any taxes and duties payable in any
jurisdiction in connection with the Funds’ operations; (vii) fees in connection with the custody of
the Funds’ assets; (viii) insurance costs; (ix) computer services; (x) administrative costs (including
the fees and out-of-pocket expenses of the Administrator), accounting verification (if any) and/or
investor registrar services; (xi) technology expenses, including computer software licensing,
development, purchasing, programming and operating costs; (xii) market data, third party research
and other licensing fees; (xiii) any other operating or administrative expenses related to accounting,
research, due diligence and reporting; (xiv) travel expenses incurred by LAM for due diligence,
servicing and improving of the assets; (xv) costs and expenses relating to the Fund’s and LAM’s
regulatory compliance, including, without limitation, the costs of compliance programs,
examinations, regulatory inquiries and regulatory filings (including Forms PF, Form CPO-PQR,
Annex IV required by AIFMD and other regulatory and reporting forms required to be submitted
by a LAM person or the Funds relating to the Funds’ trading and investing); (xvi) the costs of tax-
related compliance; (xvii) any indemnification payments; and (xviii) extraordinary expenses.
The General Partner, at its sole discretion, may elect to reduce, waive or calculate differently the
Management Fee and Incentive Allocation with respect to any person, including through separate
written agreements with investors.
SMA Clients
LAM’s fees and compensation are described in the advisory contracts it enters into with the SMA
Clients. LAM’s SMA clients are “qualified purchasers” (as defined in Section 2(a)(51) of the 1940
Act. Compensation generally is comprised of a management fee and an annual incentive allocation.
More information regarding LAM’s brokerage practices and brokerage expenses is discussed in