Item 5: Fees and Compensation
General
Ordinal provides investment advisory services to the Fund pursuant to a separate investment
advisory agreement (the “Agreement”). The Agreement for the Fund, along with specific
organizational documents of the Fund, set forth in detail the fee structure relevant to the Fund.
Ordinal typically receives compensation from fees based on a percentage of assets under
management. Investors should review all fees charged by the Advisor to fully understand the total
amount of fees to be paid by the Fund and, indirectly, by its Limited Partners.
Management Fee
Limited Partners of the Fund pay an asset-based fee for investment management services (the
“Management Fee”), as detailed in the Governing Fund Documents. The Management Fee is payable
quarterly in advance and based upon the beginning net asset value for such fiscal quarter.
The Advisor and its affiliates reserve the right to waive or reduce the Management Fee for certain
Limited Partners, including employees, immediate family members of employees, and others as
may be determined in the Advisor’s sole discretion.
Investment Distributions
The Governing Fund Documents detail the amount and priority of distributions made by the Fund
to its partners (the “Investment Distributions”). An affiliate of the Advisor is a Limited Partner
and is entitled to receive Investment Distributions of: (1) a return of such affiliate’s capital
contributions pro rata with other Limited Partners; (2) after the remaining Limited Partners
receive a preferred return, a catch-up Investment Distribution equal to 99% of all Investment
Distributions until such affiliate reaches 15% of the preferred return and catch-up Investment
Distributions; and (3) thereafter, 22.5% of all Investment Distributions; in each case, subject to
adjustments as set forth in the Governing Fund Documents.
Investment Expenses
The Fund will bear investment related expenses of the Limited Partners, General Partner and the
Advisor incurred prior to the closing of the Fund but not to exceed specified expense caps, as
outlined in the Governing Fund Documents.
Operating Expenses
The Fund will bear all expenses related to the operation of Fund including, without limitation (i)
any administrative, operating and investment costs and expenses reasonably incurred in
connection with the ownership, holding or disposition of investments, including sales
commissions, appraisal fees, brokerage fees, custody fees, solicitation fees, advisory fees, bank
charges, legal, accounting, investment banking, consulting, information services and professional
fees, expenses incurred for licensing software and hardware, other investment costs, and other
closing, execution and transaction costs, trustee, transfer agent, administration expenses
(including internet website hosting, recordkeeping and partnership reporting, and fund
administrator’s fees) and other administrative fees, costs and expenses; (ii) travel, meals and
lodging expenses related to the ownership, holding or disposition of investments; (iii) any fees,
costs and expenses incurred in connection with the Fund’s financial statements and reports, tax
returns, Schedule K-1’s (or similar schedules) and other reports and communications with
investors; (iv) any fees, costs and expenses of attorneys, accountants, valuation experts and other
professionals that provide services to or with respect to Fund matters; (v) any partnership
reporting expenses, registration expenses, taxes, fees and other governmental charges that may be
incurred or payable by the Fund; (vi) any fees, costs and expenses related to litigation,
governmental inquiries, investigations or proceedings, indemnification or extraordinary expenses,
damages or liabilities, including out-of-pocket costs, in each case relating to the affairs of the
Fund or the investments, and any judgments, settlements or fines paid in connection therewith;
(vii) any fees, costs and expenses incurred in connection with the Fund complying with any
applicable law, rule or regulation (including regulatory filings or other expenses of the
Partnership, such as Form PF filings); (viii) any expenses incurred in connection with the
dissolution, winding up, liquidation or termination of the Fund; (ix) any expenses related to
defaults by investors in the payment of any capital contributions; (x) any expenses incurred in
connection with any amendments, modifications, revisions or restatements to the constituent
documents of the Fund and related entities; and (xi) any expenses incurred in connection with
distributions to the investors and in connection with any meetings of investors called by the
General Partner (including travel and accommodations for employees of the Advisor and its
affiliates, as well as meals and other expenses).
The Advisor allocates expenses to the Fund in a manner that it believes is fair and equitable,
considering all factors as it deems relevant, but in its sole discretion, subject to the Fund’s
Governing Fund Documents. The allocation of expenses can create potential conflicts of interest.