Item 5: Fees and Compensation
Norbury is entitled to receive asset-based management fees from the Master Fund (in which the
Offshore Fund is invested). In addition, an affiliate of Norbury, Norbury Capital GP, LLC, the general
partner to the Master Fund (the “General Partner”), is entitled to receive performance-based
compensation (if any) with respect to the Master Fund (in which the Offshore Fund is invested).
The fees applicable to the Funds are set forth in detail in each Fund’s offering and constituent
documents (collectively, the “Offering Documents”). A brief summary of such fees, expenses and
compensation (all of which is qualified by and subject to the language of the applicable Fund’s Offering
Document) is provided below.
Master Fund
There are two classes of interests in the Master Fund (which correspond to the classes at the Offshore
Fund level) each of which are subject to a management fee at an annual rate of 1.25% and 1.75% of the
net asset value of each capital account attributable to such interests. Management fees may be
negotiable in certain instances as determined by Norbury from time to time. The Offshore Fund
indirectly pays management fees through its investment in the Master Fund. There is no duplication
of the management fee at the Master Fund level or the Offshore Fund level.
Norbury is entitled to deduct its fees directly from the Funds (i.e., investors may not elect for fees to
be deducted). Management fees are deducted on a monthly basis.
Each Fund generally will bear such Fund’s expenses. To the extent that Fund expenses are paid by the
Investment Manager or an affiliate thereof, the respective Fund(s) will promptly reimburse such party
for such expenses. The Funds do not have a pre-determined limit on its ordinary or extraordinary
operating expenses. Each Fund’s actual annual operating expenses will be disclosed in each Fund’s year-
end audited financial statements, which are provided to each Investor in the particular Fund.
Norbury Partners, LP Form ADV Part 2A
Fund expenses include, among others, the following fees and expenses: (i) the Offshore Fund’s
proportionate share of the Master Fund’s expenses and costs, (ii) all expenses incurred in connection
with the offering and the admission of investors, (iii) all operating expenses of each Fund such as tax
preparation fees (including, without limitation, any such fees related to the preparation of tax returns),
governmental fees and taxes (or any other governmental charges levied against the particular Fund),
administrator, custodial and prime brokerage fees and expenses, communications with Investors and
ongoing legal, accounting, auditing, administration, appraisal, bookkeeping, consulting and other
professional fees and expenses, including for litigation, and preparation of each Fund’s financial
statements and reports, (iv) all Fund costs, expenses and charges incurred in connection with the
investment and trading activities of the Funds (e.g., brokerage commissions, mark-ups, margin interest,
expenses related to short sales, custodial fees, clearing and settlement charges and other transaction
costs to brokers), (v) professional and other advisory and consulting expenses and travel expenses
incurred in connection with investment due diligence, monitoring or the assertion of rights or pursuit
of remedies (including, without limitation, pursuant to bankruptcy or other legal proceedings, or
participation in informal committees of creditors or other security holders of an issuer), (vi) all fees
and other expenses incurred in connection with the investigation, prosecution or defense of any claims
by or against the Funds, (vii) interest on, and fees and expenses arising out of, all borrowings made
by the Funds, (viii) organizational costs and expenses, (ix) expenses of any meetings of the Funds’
investors, (x) the costs of any litigation and indemnification relating to the affairs of the Funds, (xi)
expenses related to trading and portfolio management systems, third party research, publications, data
and data services, including real time and historical pricing and market information (such as FactSet,
Bloomberg and Reuters services), (xii) expenses related to risk management, including third-party risk
analysis and monitoring services, systems development, and related data services, (xiii) each Fund’s
expenses associated with forming and maintaining the legal existence of the particular Fund, including
directors’ fees, administrator’s fees, AML officer fees, and registered office fees, (xiv) insurance
premiums (such as D&O and E&O) of the Funds, the Investment Manager and/or the General Partner,
(xv) expenses related to the provision of technology for the Funds or for the Investment Manager to
the extent such expenses relate to investment research, (xvi) costs associated with regulatory filings
made by or on behalf of the Funds by the Investment Manager and/or the General Partner, (xvii) costs
associated with data privacy requirements or policies on behalf of the Funds and (xviii) all other
reasonable expenses related to the management and operation of the Funds and/or the purchase, sale
or disposition of the Investor interests, including, in the case of any expenses directly related to the
Funds’ investments, any portion of any such joint expenses that the Investment Manager, the General
Partner, or the Board of Directors of the Offshore Fund determines are properly and ratably allocable
to one or more of the Funds. Unless otherwise determined by the Investment Manager and except as
provided above or in the Offering Documents, Fund Expenses generally will be shared among all
investors in accordance with their respective Interests. Notwithstanding the foregoing, Norbury may
voluntarily elect to bear certain Fund expenses in its discretion. Investors in the Funds are subject to a
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