Item 5 – Fees and Compensation
A. Fee Schedule
All investors and prospective investors should review the Governing Documents of each Fund
together with this brochure for complete information on the fees and compensation payable
with respect to a particular Fund. Generally, MOZAYYX receives a management fee and
performance allocation from Clients. Such compensation arrangements are set forth in the
relevant Governing Documents of the applicable Client. The expected fees and compensation
payable to MOZAYYX are negotiable at MOZAYYX’s sole discretion. A brief summary of the
range of compensation is generally as follows:
1. Management Fee
With respect to the Funds, MOZAYYX expects to typically receive an asset-based management
fee, payable quarterly in advance, calculated as a percentage of each Investor’s capital
account.
2. Performance-based Fees
From the Funds, MOZAYYX expects to generally receive an incentive allocation equal to a
percentage of the net profits allocated to each Investor for the year, but only to the extent net
profits allocated to that Investor exceeds any cumulative losses that were allocated to that
Investor for earlier periods and that have not been recovered (a “high water mark”). This
incentive allocation is generally between 0-20%.
The incentive allocation is only charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”), and in accordance with applicable state law.
Managed Accounts can also be subject to the management fee and performance-based
compensation similar to those described above. The level of compensation can vary by Client,
based on a Client’s investment objectives and limitations. MOZAYYX deducts fees directly
from Clients’ accounts.
B. Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
expected to be directly deducted from Clients’ assets. Management fees are expected to be
withdrawn quarterly in advance and shall be pro-rated for additions and rebated for
withdrawals occurring intra-quarter. Performance-based fees are determined as of the last
business day of the calendar year and as of any date on which an Investor makes a withdrawal
or receives a distribution from such Investor’s capital account(s).
C. Third-Party Fees
Clients shall pay such costs and expenses as MOZAYYX reasonably determines to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objectives, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which MOZAYYX reasonably determines to be directly related to the
Part 2A of ADV:
MOZAYYX Management, LLC Brochure
investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing, record-
keeping, tax form preparation, compliance and consulting costs and expenses; (iv) fees, costs
and expenses of third-party service providers that provide such services; (v) costs associated
with MOZAYYX’s use of the MOZAAYX IP; and (v) any extraordinary expenses, among other
expenses. The fees described herein are not exhaustive, and not necessarily applicable to a
particular Fund. Please review the relevant Governing Documents of the applicable Fund for
additional information on the costs and expenses borne by such Fund.
MOZAYYX’s fees are calculated exclusive of brokerage commissions, transaction fees, and
other related costs and expenses which shall be incurred by the Clients. Such charges, fees
and commissions are exclusive of and in addition to MOZAYYX’s management fee, and
MOZAYYX does not expect to receive any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D. Outside Compensation for the Sale of Securities
Neither MOZAYYX nor its supervised persons anticipate accepting compensation for the sale
of securities or other investment products.
See Item 12 of this Brochure for additional information regarding MOZAYYX’s brokerage
practices.
The foregoing discussion in Items 5 represents MOZAYYX’s expected basic
compensation arrangements. The management fees and incentive allocations
described above are structured to comply with Rule 205-3 under the Advisers Act and
applicable state laws.