Item 5. Fees and Compensation
Management Fees
Management fees are generally paid by the Funds quarterly in advance on the first day of each calendar
quarter. Management fees are based on a percentage of the net asset value of each capital account as of
such date (including any subscriptions made to the Funds as of such date but before the accrual of any
incentive allocation). The management fee percentage is equal to: (i) 1.5% per annum (i.e., 0.375% per
quarter) with respect to Class A interests/shares and (ii) 2.0% per annum (i.e., 0.50% per quarter) with
respect to Class B interests/shares.
Capital contributions that are not made on the first day of a calendar quarter will be assessed a pro rata
management fee at the time such contribution is made. Once paid, the management fee will be non-
refundable. All or part of the management fee may be waived or reduced, subject to Millville’s discretion
with respect to one or more Investors without notice to or the consent of the other Investors.
Incentive Allocation
Generally, Millville Opportunities GP, LLC (“Millville GP”), an affiliate of Millville, receives an incentive
allocation from the Funds on an annual basis in arrears and upon withdrawals by Investors. A more
detailed description of the incentive allocation is discussed below in Item 6 – Performance Based Fees and
Side-by-Side Management.
Expenses
The Funds will bear their own operating and other expenses, including, but not limited to, fees to their
administrator (the “Administrator”); fees and expenses for directors of non-U.S. Funds (including, without
limitation, all reasonable travel, hotel and other related expenses properly incurred by them in attending
meetings of the directors or any committee of the directors or any general meeting or any meeting held
in connection with the business of the Funds); investment expenses (e.g., expenses which Millville
reasonably determines to be related to the investment of the Funds’ assets, including, without limitation,
brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees,
bank service fees and interest expenses and the cost of investigating actual or potential investments,
including, without limitation, travel expenses arising from such investigations; the cost (including, but not
Millville Opportunities Management, LLC Form ADV Part 2A
limited to, any related consulting, hardware and maintenance expenses) of: trade execution and
management systems, compliance, risk and portfolio systems and reports, integration and data transfer
connectivity costs to and from third party systems, and products and services relating to research
concerning investments or potential investments, including, without limitation, the following: (a)
professional fees (including, without limitation, expenses of consultants and experts) relating to
investments (including, without limitation, with respect to compliance by Millville and Millville GP with
securities and investment advisory laws and regulations), (b) the costs of obtaining third-party research
products and services (including, without limitation, the cost of research reports relating to securities,
issuers, market segments or geographic regions, the costs of portfolio modeling and analyses, the costs
of computerized financial databases (e.g., Bloomberg), pricing and quotation services), and (c) the costs
of subscriptions or publications regarding investments; legal expenses; accounting expenses; auditing and
tax preparation expenses; directors and officers insurance for Millville and Millville GP; organizational
expenses and expenses relating to the offer and sale of shares/interests of the Funds; other similar
expenses related to the Funds; and extraordinary expenses.
Additionally, the Funds impose a transaction surcharge on subscribing Investors and withdrawing
Investors equal to 0.85% of the Funds’ net monthly subscriptions or withdrawals, respectively. Such
surcharge will be allocated among such Investors on a pro rata bases based on their relevant subscription
or withdrawal amounts. All proceeds resulting from such transaction surcharges are credited to the
Funds.
To the extent any expenses are advanced by Millville or Millville GP on behalf of the Funds, such expenses
will be promptly reimbursed.
Millville may allocate a portion of the Funds’ capital to money market funds or exchange-traded funds. In
addition to the fees and expenses discussed above, the Funds would indirectly incur similar fees and
expenses if Millville invests their capital in such funds, as these funds in turn pay similar fees and expenses
to their investment managers and other service providers.
For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.