5. Fees and Compensation
The below describes how Occudo is generally compensated in connection with providing advisory
services to its Clients. However, Occudo may enter into different fee arrangements on a Client by
Client basis. A potential investor in the Fund or any potential Client should review any and all
Offering Documents in their entirety before making any investment decisions.
Item 5.A.
With respect to the Fund, Investors will pay the Adviser a management fee ranging from 1.75-2%
annually, depending on the Investor’s share class (the “Management Fee”). However, in certain
circumstances, the Adviser may reduce fees for particular investors at its discretion.
The Adviser has the right to reduce, waive, assign, participate or otherwise share or modify the
Management Fee chargeable with respect to any Investor (including any affiliate of the Fund’s
general partner or the Adviser) without the consent of, or notice to, any other Investor.
From the Fund, subject to a loss carryforward provision and at the end of each fiscal year, Occudo
generally receives a performance allocation (the “Performance Allocation”) in an aggregate
amount equal to 20%-25% of the net profits, if any, attributable to each Investor.
Occudo may, in its sole discretion, waive or modify the Performance Allocation for Investors that
are members, partners, principals, employees or affiliates of Occudo, relatives or entities of such
persons, and for certain strategic and/or large investors. In addition, Occudo may, in its sole
discretion, cause all or a portion of the Performance Allocation otherwise allocable to it to be
allocated to one or more other persons or entities.
With respect to the Sub-Advisory Fund, Occudo generally receives fees similar to those paid by
the Funds, but are subject to additional negotiation as to amount and timing. Fees paid by a Sub-
Advisory Fund may be different and/or more favorable than those paid by the Funds and, by
extension, the Investors.
Item 5.B.
The Management Fee and Performance Allocation are deducted from Fund assets. Management
Fees, which are paid in advance, are withdrawn at the beginning of the quarter. The Performance
Allocation is 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).
Fees are not automatically deducted from the Sub-Advisory Funds. The Sub-Advisory Funds pay
Occudo monthly in arrears. Occudo is compensated in accordance with an investment management
agreement between Occudo and the Sub-Advisory Fund.
Item 5.C.
Any other types of fees or expenses Clients may pay in connection with Occudo’s advisory
services will depend on the respective Client’s advisory agreement.
The Fund bears a wide range of expenses associated with its investment program and operations,
including (1) Investment Program expenses such as trading, research and data costs, financing
charges, due-diligence and transaction-related professional fees; (2) Offering and Sales expenses
including legal, accounting, administrative, printing, regulatory filing fees, costs of preparing
offering and marketing materials, and travel related to offering activities; (3) Regulatory
Compliance expenses such as regulatory filings, compliance consultants, AML/KYC costs,
advisory board expenses, and costs of investigations or proceedings relating to the Fund; (4)
Formation and Organization expenses for establishing the Fund; and (5) Operation and
Administration expenses including administrator fees, middle- and back-office support, valuation
services and technology, legal counsel, cybersecurity programs, insurance, Investor meetings, and
tax/accounting/audit costs.
Occudo’s fees are 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 Occudo’s management fee, and Occudo shall not receive any
portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
Item 5.D.
Occudo will pro rate the management fee for Fund Interests held for less than a full quarter as a
result of subscribing for interests other than on the first business day of the quarter. Prepaid but
unearned fees are refunded to the Clients and/or Investors, as the case may be.
Occudo generally requires Fund Investors wishing to withdraw amounts from their capital
accounts upon 60 days written notice for the last business day of a quarter and does not permit
withdrawals on any other date.
Occudo may, in its sole discretion, waive or modify the conditions relating to withdrawals for
Investors that are members, partners, principals, employees or affiliates of Occudo, relatives or
entities of such persons, and for certain strategic and/or large investors.
Item 5.E.
Occudo and its supervised persons are not compensated by the Funds for the sale of securities or
other investment products.