Item 5 – Fees and Compensation
Martial Eagle currently does not charge the Fund an investment management fee.
Martial Eagle is paid performance-based compensation with respect to the Fund, which is
compensation that is based on a share of capital gains on or capital appreciation of the assets of a
client account. Following an initial period, the performance-based compensation paid to the
Martial Eagle by the Fund is equal to 25% of net profits in excess of a non-cumulative, annual
hurdle rate equal to 6%, as described further in the Fund’s governing documents.
In addition to paying performance-based compensation, the Fund is also subject to other
investment expenses in accordance with the Fund’s governing documents, including: all
investment-related costs and expenses (i.e., expenses that are related to the investment of the
Fund’s assets, whether or not such investments are consummated), including commissions and
charges, interest on margin accounts and other indebtedness, expenses relating to short sales,
clearing and settlement charges, option premiums and custodial and service fees; research-related
expenses; the Fund’s legal, accounting, tax preparation and other tax-related expenses, auditing,
consulting, and other professional expenses; third-party administration costs and fees; all fees and
charges of custodians, clearing agencies and banks; compliance and reporting expenses and
expenses attributable to regulatory filings that are made with respect to the assets of the Fund
(including Section 13, Section 16, Form D, Form PF, FATCA, anti-money laundering compliance,
state security filings and general regulatory compliance); the Fund’s pro rata share of Fund-related
insurance costs; any taxes (including but not limited to any withholding taxes, transfer taxes, stamp
duties and other governmental or self-regulatory agency-related charges or duties); all costs and
expenses incurred in attempting to protect and enhance the value of a Fund investment; any fees
and expenses related to the Fund’s liquidation, if applicable; fees paid to proxy and securities class
Martial Eagle GP LLC Form ADV Part 2A
action advisory firms; expenses relating to the offer and sale of Interests and withdrawals and
transfers thereof; other reasonable expenses related to the purchase, sale, preservation or
transmittal of the Fund’s assets; and any extraordinary expenses (e.g., indemnification expenses).