Item 5 - Fees and Compensation
The extent to and specific manner in which our clients are responsible for fees,
performance-based compensation and/or expenses are set forth in each client’s applicable
written agreement with us (and, in the case of the Funds, in the Fund Documents).
In general, the Funds pay to the Adviser management fees quarterly in advance, generally
equal to between 0.25% and 0.5% per quarter (or between 1.0% and 2.0% annually) of
each Fund investor’s share of the applicable Fund’s net asset value. We generally receive
performance-based fees or allocations (generally 20%) from the Funds on an annual basis
and upon the distribution of capital (pursuant to the Fund Documents). The Adviser also is
eligible to receive performance-based fees and will receive expense reimbursements from
the Separately Managed Accounts on an annual basis.
Unless provided otherwise in the applicable Fund Documents, the Funds generally bear all
costs and expenses associated with their operations, including, without limitation, the
following (whether incurred by the Funds or any investment vehicle through which the
Master Fund may invest (an “SPV”)): (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, third-party
data sources and 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
(consistent with the Investment Manager’s travel policy) (including first and business class
fares; 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; fees and expenses of third-party professionals, including,
without limitation, consultants, investment bankers, attorneys, accountants and service
providers who, in each case, provide services to the Funds or provide services to the
Investment Manager, the General Partner or the Principal (on matters that would not have
arisen but for their respective advisory relationships with the Funds); fees and expenses
Meteora Capital, LLC Form ADV: Part 2A Page 5
associated with reviewing documentation and negotiating any side letters; and expenses
relating to engagement with a company irrespective of the outcome of such engagement,
such as shareholder and management communication, soliciting proxies, hiring proxy
advisory consultants, hosting shareholder forums, hiring public relations consultants and
proposing or nominating directors or executives, including sourcing, recruiting, standby
and indemnification and other expenses, regardless of whether the nomination is
successful; (ii) organizational fees and expenses and fees and expenses incurred in
connection with the offering and sale of the Interests, including, without limitation, the
following: the preparation and amendment of the Memorandum, the Limited Partnership
Agreement, the Master Partnership Agreement, the Memorandum and Articles of
Association of the Offshore Feeder, the Investment Management Agreement (as defined
herein), the Funds’ subscription agreements and the costs of establishing any SPVs; 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, and
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 Administrator (as defined below) and any
middle and/or back office service provider (including, but not limited to, Enfusion, Inc.,
which will provide middle office services to the Funds); fees and expenses of third-party
professionals, including, without limitation, consultants (including compliance
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
...