Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents.
A brief summary of such fees is provided below.
Management Fee
Madison is paid an investment management fee (“Management Fee”) based on a percentage of the net
asset value of the Funds as set forth in the applicable Offering Documents. The Management Fee is
normally charged on the first day of each calendar quarter and is paid in advance based on the applicable
Fund’s net asset value on the first day of such calendar quarter.
Generally, the Management Fee percentage ranges from 1% - 1.5% per annum.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for any
Investor.
Madison Avenue Partners, LP Form ADV Part 2A Brochure
Other Types of Fees or Expenses
Each Fund may pay, or reimburse the Investment Manager and/or the General Partner for advancing,
all or a portion of such Fund’s expenses as determined in the Investment Manager’s discretion,
including, without limitation, the following: (i) expenses related to the research, execution and
monitoring of actual and prospective investments (whether or not consummated) and the consummation
of investments, including, without limitation, the following: third-party investment sourcing fees;
consulting fees; expert fees; fees and expenses of and related to obtaining research, analytics and market
data (including, without limitation, any information technology hardware, software and data
subscriptions (such as Bloomberg and FactSet) or other technology incorporated into the cost of
obtaining such research and market data); due diligence expenses including, without limitation,
consulting and appraisal fees; investment- and research-related travel expenses; any outsourced trading
provider fees; brokerage and prime brokerage fees, commissions and expenses (including the costs of
negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other
agreements with trading and financing counterparties); expenses relating to borrowing securities to be
sold short; clearing and settlement charges; custodial fees and expenses; bank service fees; interest
expenses and other borrowing costs; fees and expenses of proxy research and voting services; broken
deal expenses; and fees and expenses of third-party professionals, including, without limitation,
consultants, investment bankers, attorneys and accountants; (ii) organizational expenses and expenses
incurred in connection with the offering and sale of the interests or shares in the Funds, including,
without limitation, the following: the preparation and amendment of the Offering Documents; and fees
and expenses of the Investment Manager incurred in connection with “world sky” matters and private
placement regimes, including the European Alternative Investment Fund Managers Directive, and Form
D and blue sky and similar fees and expenses; (iii) operational expenses, including, without limitation,
the following: fees and expenses relating to information technology hardware, software or other
technology (including, without limitation, costs of software licensing, implementation, data
management and recovery services and custom development) used to research investments, evaluate
and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the
rules of any self-regulatory organization or applicable law (including, without limitation, reporting
obligations) in connection with the activities of the Funds, facilitate and manage the order execution of
securities or otherwise manage the Funds (such as portfolio management systems and order
management systems); fees and expenses of third-party risk management products, models and
services; third-party administrative fees and expenses, including fees and expenses of the Funds’
administrator and any middle or back office service provider; fees and expenses of third-party
professionals, including, without limitation, consultants, valuation service providers, attorneys,
accountants and tax preparers; third-party audit and tax preparation expenses; insurance expenses,
including, without limitation, directors and officers liability insurance, errors and omission insurance,
and cybersecurity insurance and liability insurance covering the Funds, the General Partner, the
Investment Manager and the members, partners, officers, employees and agents of any of them (in each
case, even if such insurance covers conduct for which indemnity would not be available from the
Funds); fees and expenses associated with investor and director meetings, including, without limitation,
expenses related to the organization and conduct of investor and director meetings (including, without
limitation, travel, lodging and meal expenses), and director fees (including registration fees); costs of
preparing and distributing reports and notices to Investors (including the development, implementation
and maintenance of an investor electronic delivery site and/or system); entity-level taxes; fees and
expenses related to compliance with applicable law and regulations in connection with the activities of
the Funds, including, without limitation, any governmental, regulatory, licensing, filing, reporting or
registration expenses, fees or taxes (including, without limitation, fees and expenses incurred in
connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other
similar regulatory filings, and any filings or reporting with respect to compliance with the Foreign
Account Tax Compliance Act, Automatic Exchange of Information standard or similar laws enacted in
other jurisdictions, as well as any foreign tax regime registrations, tax filings and associated annual fees
and expenses); and (iv) extraordinary expenses, including, without limitation, the following: the costs
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