Item 5 – Fees and Compensation
The fees and allocations applicable to the Funds are set forth in detail in the applicable
Fund’s confidential private offering memorandum. A brief summary of those fees and
allocations is provided below.
Funds
One Tusk receives a fixed fee (the “Asset-Based Fee”) from the Funds based on net
assets under management at a rate ranging between 1 and 1.5% per annum. The fixed fee
is payable in advance at the beginning of each calendar quarter based on the value of the
net assets of the Funds as of the first day of such quarter.
In addition, the General Partner receives performance-based compensation at a rate
ranging between 10% and 20% (depending on the applicable class of shares or series of
interests) of the feeder funds’ net profits, if any, subject to a “loss carryforward”
provision (the “Incentive Allocation”).
The fees, expenses and incentive allocation with respect to the Sub-Advisory Account is
set forth in the agreements between One Tusk and the investment adviser of the private
fund.
Capped Expenses
Legal & Organizational Expenses
The Funds will bear their attributable share (which may be the pro rata share based on
capital) of legal and other organizational expenses incurred in the formation of the
respective Fund, including all expenses relating to the initial and on-going offer and sale
of interests and the on-boarding of any limited partner (including all expenses associated
with negotiating side letters and other agreements with limited partners and prospective
limited partners), as well as all expenses relating to the operations of the respective Fund
in one or more jurisdictions.
Operating & Other Expenses
The Funds will bear their attributable share (which may be the pro rata share based on
capital) of any operating and other expenses, including, but not limited to, research-
related expenses, including, without limitation, news and quotation equipment and
services, market data services, fees to third-party providers of research and/or portfolio
risk management services expenses, including such expenses incurred prior to the
commencement of the respective Fund’s operations in anticipation of its commencement
of operations, legal expenses (including with respect to litigation and threatened
litigation, if any), any expenses associated with regulatory filings made in connection
with the Fund’s operations and portfolio holdings (e.g., filings with the SEC, including
Form PF and expenses related to the offering and sale of interests in compliance with the
Directive 2011/61/EU on Alternative Investment Fund Managers, but excluding the
preparation of Form ADV or Form CPO-PQR), expenses related to the maintenance of
the Funds’ registered office and corporate services provider, corporate licensing, costs
relating to communications with investors (including maintenance of the website for the
benefit of investors), accounting, audit and tax advice and preparation expenses
(including preparation costs of financial statements, tax returns, reports to the limited and
general partners, and Schedule K-1s), middle- and back-office services and printing and
mailing costs, market information systems and computer software and information
expenses, fees for pricing, data and exchange services, valuation firms and financial
modeling services, the costs and expenses of third-party P&L or risk analytics, order,
trade, and commission management products and services (including, without limitation,
the costs of risk management and trading software or database packages), Bloomberg
data and interface fees and user license fees of the investment professionals, investment
expenses such as commissions, research fees and expenses (including research-related travel,
meals and lodging expenses); insurance costs (including, without limitation, directors’ and
officers’ liability or other similar insurance policies, errors and omissions insurance and
other similar policies for the benefit of the Funds; provided, that the One Tusk Funds
shall not in the aggregate bear more than 50% of the cost of any errors and omissions
insurance), filing and registration fees (e.g., blue sky and corporate filing fees and
expenses), fees relating to the administration of the Funds (including fees to the
administrator), directors’ fees or fees paid to any independent investor representative (as
set forth in the relevant governing documents) and other similar expenses related to the
One Tusk Funds.
Uncapped Expenses
In addition, the Funds will bear “Uncapped Expenses” consisting of the attributable share
(which may be the pro rata share based on capital) of investment-related expenses (e.g.,
brokerage commissions, expenses relating to short sales (including dividend expenses),
clearing and settlement charges, custodial fees, interest expenses, initial and variation
margin, broken deal expenses and other transactional charges, fees or costs, legal and
other professional fees relating to particular investments or contemplated investments),
the Asset-Based Fee, any extraordinary expenses (including indemnification or litigation
expenses and any judgments or settlements paid in connection therewith), all other costs
and expenses arising out of the Funds’ indemnification obligations, any and all taxes
(including entity-level taxes) and governmental fees or other charges payable by or with
respect to or levied against the Funds, their investments, or to Federal, state or other
governmental agencies, domestic or foreign, including real estate, stamp or other transfer
taxes and expenses related to complying with Sections 1471 to 1474 of the U.S. Internal
Revenue Code of 1986, as amended, wind-up and liquidation expenses and other similar
expenses related to the One Tusk Funds (i.e., expenses that are similar in type and nature
to the expenses described above, and any expenses determined by the General Partner to
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