Item 5 Fees and Compensation
ADVISORY FEES
The Fund
As compensation for investment advisory services rendered to the Fund, Odin Capital is entitled
to an annualized management fee (the “Management Fee”) of 2.0% of each investor’s capital
account balance. The Management Fee is calculated and paid each calendar month in arrears.
Odin Capital, in its capacity as the General Partner, is also entitled to an annual performance-
based profit allocation (an “Incentive Allocation”) from each Limited Partner’s account equal to
twenty percent (20%) of the Limited Partner’s share of Fund net profits (i) at the end of a fiscal
year; (ii) upon a Limited Partner’s complete withdrawal or, (iii) in the General Partner’s discretion,
upon a partial withdrawal. However, Incentive Allocations will be subject to a “high-water mark”
provision, i.e. any prior losses allocated to a Limited Partner must be recouped before the
General Partner may receive an Incentive Allocation from such Limited Partner. The General
Partner will also receive a ratable allocation of net realized and unrealized profits or losses of the
Fund based upon its own invested capital.
Under the Fund’s Partnership Agreement, the General Partner in its sole discretion may waive or
reduce the Incentive Allocation or the Management Fee chargeable to any Limited Partner, or re-
allocate any portion of its Incentive Allocation to any Limited Partner, without notice to or action
by the Limited Partners.
Other Fees and Expenses. The Fund does not reimburse Odin Capital for salaries, office rent and
other general overhead costs of Odin Capital.
The Fund shall pay, or reimburse the Fund’s general partner and/or its affiliates (collectively
referred to as the “general partner”) for all operating expenses and other costs of the Fund not
required to be borne by the general partner, including, but not limited to: (i) expenses related to
the ongoing offering of the Fund’s interests and filing fees; (ii) the Fund’s accounting and auditing
fees and expenses (including the allocable share of the costs, fees, and expenses relating to
internal accounting and tax preparation functions — inclusive of salaries of the general partner
personnel performing such functions — should the Fund determine not to use third-party
providers for such services); (iii) all fees and disbursements of the Fund’s and the general
partner’s attorneys and consultants performing work benefiting the Fund (including, without
limitation, the legal and other fees, costs, and expenses of the Fund in any threatened or actual
litigation or governmental investigation or proceeding, and the amount of any judgments or
settlements paid in connection with such litigation or fines or penalties levied as a result of any
such proceeding or investigation); (iv) custody, insurance, and bonding costs; (vi) all trading
expenses and transaction costs, including brokerage commissions and expenses relating to short
sales, clearing and settlement charges, interest on loans and debit balances, margin interest,
Odin Capital Management LLC 6
Form ADV Part 2A
broker service fees and other clearing and custodial expenses; (vii) such research and portfolio
management expenses as the general partner deems appropriate, which may include, but are
not limited to, expenses incurred in connection with due diligence investigations or research as
to investments or potential investments, including travel, lodging and other expenses incurred in
connection with visits to companies, meetings and communications with company management,
security holders, analysts and other third parties, costs of research reports, data feeds and
databases, news wires and quotation services and periodical subscription fees; (viii) fees and
expenses of preparing and submitting regulatory filings (e.g., Form D (on federal and state levels),
Form PF, Form CPO-PQR and NFA Form PQR if applicable) and other compliance related
expenses; (ix) the cost of preparation and distribution of reports and statements to Limited
Partners and of holding Partner meetings; (x) all filing and recording fees; (xi) the fees and
expenses of managers and funds, if any, to which Fund assets are allocated; (xii) the fees and
expenses of consultants and other third parties retained in connection with the Fund; and (xiii)
all U.S. federal, state, local and foreign taxes payable by the Fund, if any; and (xiv) all
extraordinary expenses of the Fund, including, without limitation, (A) litigation expenses,
including expenses of litigation and settlement in connection with any portfolio investment, (B)
expenses of registering the Fund with any federal or state agency under the requirements of any
applicable law, and (C) expenses incurred in connection with the indemnification of the general
partner and any other person under the Fund’s Limited Partnership Agreement and other
agreements that the Fund is a party to. All expenses noted above in connection with the exercise
of its duties to the Fund will be reimbursed by the Fund.
Separately Managed Accounts
In consideration for providing investment management services, Odin Capital charges SMA
Clients either a fixed fee or an annual asset-based investment management fee of up to 1.0%
based on the client’s assets under management, taken quarterly in advance and/or in arrears.
SMA fees are negotiated, agreed to and disclosed in the IMA prior to beginning the advisory
relationship. The final fee schedule is included in each client’s IMA. Fees may be negotiated based
on a variety of factors, such as the amount of assets being managed, future deposits to the
accounts under our management, the level and type of services provided and/or the nature of
the relationship with the client.
Odin Capital calculates its investment advisory fees based on the calculation method reflected in
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