Item 5 - Fees and Compensation
A. Advisory Fees and Compensation
Our fees and compensation are described in the investment management agreements we enter into
with our Clients. All of our current Clients and investors in the Funds are “qualified purchasers”
(as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940
Act”).
Asset-Based Compensation. Clients and Fund investors are provided with detailed disclosures in
the applicable investment management agreement or Fund offering documents as to how the
relevant management fee compensation, if any, is calculated and charged.
Performance-Based Compensation. We may receive performance-based fees or allocations from
Clients, which are based on a percentage of the capital appreciation of Client assets or the return
on invested capital, typically subject to a high-water mark. Clients and Fund investors are provided
with detailed disclosures in the applicable investment management agreement or Fund offering
documents as to how the relevant performance-based compensation is calculated and charged.
For an investor in the Funds, we may, in our sole discretion, waive all or part of the management
fee and performance-based fees or allocations with respect to any investor. The terms of each
SubadvisedPF or SMA are negotiated among the parties.
All current and potential investors/Clients should review the offering or governing documents for
each Fund/Client in conjunction with this Brochure for more complete information on the fees and
compensation payable with respect to a particular Fund investor or Client.
Oribel Capital Management, LP Form ADV: Part 2A Page 7
B. Payment of Fees and Compensation
For the Funds, management fees are generally deducted in advance on a quarterly basis and
performance-based compensation is generally deducted at the end of a performance period (or upon
the distribution of capital), as more fully described in the Funds’ respective offering documents.
For the SubadvisedPFs, management fees are generally deducted in advance or arrears on a monthly
basis and performance-based compensation is generally deducted at the end of a performance
period, as more fully described in the investment management agreement with each
SubadvisedPFs.
We also may receive performance-based fees or allocations on a redemption or withdrawal by a
Client or Fund investor. Fees and compensation paid to the Investment Manager or its affiliates by
the Funds are generally deducted from the assets of the Client accounts. The calculation and
payment of such amounts are confirmed and released by the Funds’ or SubadvisedPFs’
administrator (provided a SubadvisedPF has contracted with an administrator for such services).
C. Additional Fees and Expenses
A Fund will bear its own (and, each Feeder Fund through its interest in the Master Fund, its pro
rata share of the Master Fund’s) operating and other expenses, including, but not limited to, (i) fees
to the Administrator (as defined below) and other service providers (including, without limitation,
in connection with tax, FATCA, AEOI (as defined herein) and similar laws in other jurisdictions),
anti-money laundering, regulatory and audit compliance, monitoring and support services) and any
other expenses or fees related to third party providers of middle-office or back-office services
(including, without limitation, related to the Company’s compliance with the Foreign Account Tax
Compliance Act provisions of the United States Hiring Incentives to Restore Employment Act of
2010 and similar laws in other jurisdictions); (ii) fees and expenses, if any, of members of the
applicable Fund’s Board of Directors or Advisory Board, (iii) trading expenses (e.g., expenses
which the Investment Manager reasonably determines to be related to the trading of the Feeder
Fund’s and the Master Fund’s assets, including, without limitation, brokerage commissions,
expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees,
interest expenses and the cost of investigating actual or potential trades (including, without
limitation, travel expenses arising from such investigations and third party investigative work)),
due diligence of trading counterparties and custodians (including, without limitation, consultants
advising on best execution), and legal expenses in connection with negotiating trading party
documentation; (iv) the cost (including, but not limited to, any related consulting, hardware and
maintenance expenses) of: trade execution and management systems (including, without limitation,
Bloomberg AIM), compliance, risk and portfolio systems and reports, integration and data transfer
connectivity costs to and from third party systems; (v) the costs of obtaining third party research
products and services (including, without limitation, the cost of research reports, research-related
travel expenses, expert network research services, surveys and subscriptions or publications
relating to securities, issuers, market segments or geographic regions, the costs of portfolio
modeling and analyses and the costs of computerized financial databases, and trading news services
(for example, without limitation, Bloomberg)); (vi) legal expenses, accounting expenses,
administration expenses, auditing and tax preparation and compliance expenses (including, without
limitation, expenses incurred in connection with FATCA, AEOI and anti-money laundering laws
and regulations and other tax reporting laws and regulations) and the expenses associated with
regulatory and statutory filings, including, but not limited to, Form PF, Form SHO, Form N-PX
and Form 13H; (vii) professional fees (including, without limitation, expenses of consultants and
experts) relating to compliance by the Investment Manager with securities and investment advisory
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