Item 5. Fees and Compensation
The Firm’s fees and compensation are described in each client’s Governing Documents. All of the Firm’s
clients are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended).
SMA Fees and Expenses
Fees charged by the Firm to the SMA include a quarterly management fee and annual performance fee.
Management fees are calculated and paid in advance of each quarter. Performance fees accrue
throughout the year and are payable annually. Performance fees are based on the net trading profits of
the account, including realized and unrealized gains and losses. The Firm generally invoices the SMA client
for all fees due.
The SMA also generally pays its share of expenses relating to investments and trading. Any expenses that
are attributable to all Firm clients that are unable to be allocated to an SMA (due to restrictions in the
Governing Documents) will be paid for by the Firm.
Obion Capital Management LP Form ADV Part 2A
The Firm may waive, reduce or otherwise calculate fees differently for future SMAs in its own discretion
and pursuant to negotiation with each SMA client.
Funds Fees and Expenses
The Funds pay the Firm a quarterly management fee, which is calculated and paid in advance, as well as
an incentive allocation as further described in Item 6 – Performance-Based Fees and Side-By-Side
Management. In the event of a withdrawal by an investor other than as of the last day of a quarter, the
Firm will credit the investor’s capital account an amount equal to the pro rata portion of the management
fee paid in advance. In the sole discretion of the Firm, the management fee may be waived, reduced or
calculated differently with respect to the capital account(s) of any investor.
The Funds bear all of their operating expenses, including, without limitation:
(a) Organizational and offering expenses amortized over five years (including, without limitation, all costs
and expenses incurred in connection with the formation of the Funds and the marketing, offering and sale
of the interests in the Funds, including, but not limited to, legal and accounting fees and expenses,
registration fees, filing fees and all costs and expenses incurred in connection with the preparation of
offering and organizational documents, marketing and similar materials, and drafting and negotiating
contracts with service providers at or prior to the formation of the Funds and prior to the initial closing of
the Funds); (b) expenses associated with all investments and transactions considered, evaluated and/or
consummated by the Master Fund, or any such trading vehicles, including subsidiaries, intermediate funds
and/or special purpose vehicles, as well as overall consideration and evaluation of such entities’ portfolio,
including, without limitation, those expenses incurred before the initial closing of the Funds, including,
without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing
and structuring of investments and potential investments, whether or not consummated, including,
without limitation, data and research on-boarding, ingestion, aggregation, and analysis, third-party
research, data, expenses related to obtaining, processing and analyzing “big data” or “alternative data”,
analytics, modeling, risk, structuring, pricing, execution and other third-party information, technology,
hardware, software or other technology systems, including, without limitation, installation and
maintenance, software and service fees (including, without limitation, the expenses with respect to data,
data feeds, subscriptions, expert networks, political intelligence providers and reports); (c) the costs of
research-related computer hardware and software expenses, including, without limitation, Bloomberg
terminals and subscriptions and other market information systems, as well as the costs of research
management systems and corporate access tracking systems; (d) the costs of the Firm’s portfolio
management system and any other software used for accounting and/or monitoring of the portfolio,
including, without limitation, subscriptions relating to, among other things, trading and order
management systems and services; (e) expenses associated with holding, financing, monitoring, hedging,
maintaining and disposing of all Master Fund investments and all transaction and other costs associated
therewith, including, without limitation, expenses associated with proxy research and voting services; (f)
travel and related expenses associated with investments and potential investments; (g) professional fees
associated with investments and potential investments, including, without limitation, consulting, due
diligence, accounting, valuation, financial, legal and other advisory fees and expenses; (h) transaction fees,
brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses
associated with the acquisition, disposition and settling of Master Fund investments and potential
Obion Capital Management LP Form ADV Part 2A
investments, including, without limitation, fees, expenses and commission paid in connection with
outsourced trading; (i) expenses associated with legal and regulatory filings of the Feeder Funds, Master
Fund, or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles,
in the United States, the Cayman Islands, or in any other jurisdiction, including, without limitation,
pursuant to Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as well as the expenses associated with preparation and filing of the Firm’s Form 13F, Form 13H,
and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction; (j)
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