Item 5: Fees and Compensation
Maximus typically receives compensation from its Clients from the following sources: (a) fees
based on a percentage of assets under management; (b) fees based on a percentage of the
performance of the Client accounts. Fees for Managed Account clients are negotiable. Current and
prospective clients should carefully review all fees charged by Maximus. Different fees are
charged to different Clients, and fees may be waived, rebated or reduced for certain Clients.
Management Fee:
In consideration for its services to the Clients, Maximus is generally entitled to a management fee
(the “Management Fee”) quarterly in advance on the first day of each calendar quarter equal to
the applicable Management Fee Percentage of the net asset value of each Capital Account of each
Limited Partner as of such date (including any capital contributions made to the Partnership as of
such date but before the accrual of any Incentive Allocation). For more details regarding the
Management Fee, please refer to the applicable Governing Documents.
Maximus or the general partner, as applicable, may reduce or eliminate the Management Fee with
respect to any Investor in its sole discretion..
Other Expenses Charged to the Clients:
Expenses described below are general in nature and not intended to be exhaustive. For more
information regarding expenses, please refer to the applicable Governing Documents. Managed
Account expenses vary by client and are negotiated directly with each prospective client prior to
commencement of advisory services.
The expenses charged to the client may include, 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, 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 data subscriptions (such as Bloomberg and FactSet) and any information
technology hardware, software or other technology incorporated into the cost of obtaining such
research and market data);
(ii) due diligence expenses including, without limitation, consulting and appraisal fees,
investment- and research-related travel expenses and any outsourced trading provider fees;
(iii) 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 and broken deal expenses;
(iv) organizational expenses and expenses incurred in connection with the offering and sale of
the Interests, including, without limitation, the following: the Offering Memorandum, the Limited
Partnership Agreement, the Master Partnership Agreement, the Investment Management
Agreement and the Partnership’s subscription agreement; 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;
(v) 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, and facilitate and manage the order execution of
securities or otherwise manage the Funds (including, in each case, Bloomberg terminals, portfolio
management systems and order management systems);
(vi) expenses related to tax liabilities (including transfer taxes and withholding taxes), certain
entity-level taxes and other governmental charges or fees payable by the Account;
(vii) fees and expenses of third-party risk management products, models and services, third-
party administrative fees and expenses, including fees and expenses of the 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 and third-party audit and tax preparation expenses;
(viii) insurance expenses, including, without limitation, premiums for directors and officers
liability insurance, errors and omission insurance, and cybersecurity insurance and liability
insurance covering the Accounts, the General Partner, the Investment Manager and the members,
partners, officers, employees and agents of any of them;
(ix) fees and expenses associated with investor meetings, including, without limitation,
expenses related to the organization and conduct of investor and director meetings (including,
without limitation, travel, lodging and meal expenses), director fees (including registration fees)
and costs of preparing and distributing reports and notices to Limited Partners (including the
development, implementation and maintenance of an investor electronic delivery site and/or
system);
(x) fees and expenses related to compliance with applicable law and regulations in connection
with the activities of the Accounts, including, without limitation, any governmental, regulatory,
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