Item 5: Fees and Compensation
Marnell Fund Fees
Marnell and the Special Limited Partner, as defined below in Item 10, receive an asset based fee at the
annual rate of up to 1.5% from the Marnell Funds. The fees are paid quarterly in advance in accordance
with the terms outlined in Marnell Funds’ offering memorandums.
Management fees are calculated by a third-party administrator, approved by Marnell and deducted from
each investor’s capital account. Marnell has discretion to waive or reduce the management fee with
respect to the accounts of one or more investors, including the Special Limited Partner, principals,
employees or affiliates of Marnell.
Investors are not permitted to withdraw any portion of their interest in the Marnell Funds for a period of 24
months following initial investment unless the investor pays a withdrawal fee equal to five percent (5%) of
the amount being withdrawn. All withdrawals are subject to a notification requirement, minimum
withdrawal and gates as defined in the offering memorandum.
Sub-Advised Funds Fees
Marnell will negotiate fee structures for Sub-Advised Funds and such fee structures differ from the fees
described above. Marnell does not have the authority to deduct the fees directly from any Sub-Advised
Fund. We invoice the Sub-Advised Funds for fees payable by the Sub- Advised Funds monthly in arrears.
Sub-Advised Funds are also subject to withdrawal notification requirements and gates as defined in the
management agreement.
Marnell Funds Expenses
The Marnell Funds will pay, whether directly or through reimbursement of the General Partner or Marnell,
all costs and expenses related to investments and operations of the Marnell Funds, including, without
limitation, brokerage and other transaction costs, data fees, clearing and settlement charges, outsourced
trading, back-office, middle office service expenses, trade break fees, research (including market data,
Capital IQ, Bloomberg, FactSet and research-related travel expenses incurred with respect to specific
potential or existing investments) that fall within section 28e of the Securities Exchange Act of 1934, as
amended, portfolio management systems, quotation services, news services, data feeds and data
services, fees paid to consultants providing services in respect of such systems, and brokerage products,
services and system (including order management systems), legal fees and other expenses in connection
with conducting due diligence and negotiating the terms of investments (including investment-related
travel expenses incurred with respect to specific potential or existing investments), regarding of whether
such investments are consummated, investment-related expenses, custodial fees, consulting fees,
administrator fees and expenses, third party valuation services, third-party operational expenses,
expenses and costs of expert networks, expenses and costs of obtaining surveys, analysis or other data
sets from third parties related to investments or sectors in which the Marnell Funds may invest, initial
variation margin, interest and commitment fees on debit balances or borrowings, stock borrowing fees
(including, without limitation, dividend payments on short positions) and proxy solicitation expenses,
class-action advisory services, organizational costs and expenses, legal expenses (including expenses
relating to regulatory or similar investigations, inquiries and “sweeps” relating to the Marnell Fund’s
activities), audit and tax preparation expenses, account fees, Fund-related insurance expenses, including
costs of any liability insurance obtained on behalf of the Marnell or officers’, directors’, insurance, and
cyber-security insurance, government and regulatory costs and expenses (including filing and license
fees, and fees and expenses for the preparation and submission of filings made with respect of the assets
of the Marnell Funds, including Schedule 13D/G filings, Form 13F filings, Form PF preparation and filing
fees, blue sky and corporate filing fees and expenses) in connection with specific investments or offering
interest in the Marnell Funds, any issue or transfer taxes chargeable in connection with any securities
transactions, any entity level taxes and fees, costs of reporting and providing information to investors
(including updates to offering documents), expenses relating to any amendment to the offering document
and the solicitation of any investors consents, expenses related to investor meetings, indemnification
expenses, the Management Fee, costs of litigation or investigation involving Marnell Fund activities, and
any extraordinary expenses.
Expenses may be shared among Funds and or Marnell in accordance with Marnell’s expense allocation
policies, which shall be on an equitable basis.
Sub-Advised Funds Fees
The Sub-Advised Funds will pay expenses related to the investments and operations of the Sub-Advised
Funds as defined in the management agreement.