Item 5: Fees and Compensation
Fees and Expenses applicable to the Funds
The fees and expenses applicable to a Fund are set forth in detail in the Fund’s Offering
Documents. A general summary of the fees and expenses applicable to the Funds is
provided below.
Asset-Based Compensation paid by the Funds
It is anticipated that the Adviser will be paid an asset-based investment management fee
each quarter in advance ranging from 1.5% to 1.75% per annum based on the value of capital
account of a Fund Investor (the “Management Fee”). In the sole discretion of the Adviser,
the Management Fee may be waived, reduced or calculated differently with respect to any
Fund Investor. The General Partner’s capital account will not be debited with any
Management Fee.
Performance-Based Compensation paid by the Funds
It is anticipated that, as a general matter, at the end of each fiscal year, the General Partner,
which is an affiliate of the Adviser, will be entitled to receive annual performance-based
compensation (the “Incentive Allocation”) from the Fund. The Incentive Allocation is
based on a share of the amount of the net capital appreciation allocated to each series capital
account at a rate ranging from 15% to 20%. The Incentive Allocation is subject to a loss
recovery provision. In the sole discretion of the General Partner, the Incentive Allocation
may be waived, reduced or calculated differently with respect to certain Fund Investors.
Expenses applicable to the Funds
The Fund will bear its own expenses and its pro rata share any trading vehicle’s expenses,
including the following: (i) the Management Fee; (ii) expenses related to the research, due
diligence and monitoring of actual and prospective investments (whether or not
consummated) and the consummation of investments, including the following: third-party
investment sourcing fees; fees and expenses related to obtaining research and market data
(including any information technology hardware, software or other technology incorporated
into the cost of obtaining such research and market data, and expenses related to obtaining,
processing and analyzing big data or alternative data); due diligence expenses including
consulting and appraisal fees; travel expenses; brokerage, prime brokerage fees and futures
commission merchant fees, commissions and expenses (including fees, commissions and
expenses paid or reimbursed to an external trading desk); expenses relating to short sales;
clearing and settlement charges; custodial fees and expenses; bank service fees; interest
expenses and fees related to financings or refinancings; fees and expenses of proxy research
and voting services; and fees and expenses of third-party professionals, including
consultants, investment bankers, attorneys and accountants; (iii) organizational and
reorganizational expenses; and (iv) operational expenses, including the following: fees and
expenses relating to information technology hardware, software or other technology
(including costs of software licensing, implementation, data management and recovery
services and custom development) used to research investments, evaluate and manage risk,
facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of
any self-regulatory organization or applicable law (including reporting obligations),
facilitate and manage the order execution of securities by any trading vehicle or otherwise
manage the Fund or any trading vehicle, such as Bloomberg terminals, portfolio
management systems, risk management systems and order management systems; fees and
expenses of third-party risk management products, models and services; third-party
administrative fees and expenses; fees and expenses of third-party professionals, including
consultants, valuation service providers, attorneys and accountants; the costs of any
litigation or investigation involving activities of the Fund or any trading vehicle; third-party
audit and tax preparation expenses; insurance expenses, including premiums for
cybersecurity insurance and liability insurance covering the General Partner, the Adviser
and the members, partners, managers, shareholders, officers, employees and agents of any
of them; fees and expenses (including director registration fees) of the General Partner’s,
and any trading vehicle’s directors and officers (including any AML officers); costs of
preparing and distributing reports and notices; taxes; expenses incurred in connection with
negotiating and complying with provisions of any side letter agreement; fees and expenses
related to compliance with the rules of any self-regulatory organization or applicable law in
connection with the activities of the Fund or any trading vehicle, including any
governmental, regulatory, licensing, filing or registration fees or taxes (including fees and
expenses incurred in connection with the preparation and filing of Form PF, Annex IV,
Form CPO-PQR, Section 13 filings, Section 16 filings and other similar regulatory filings);
expenses incurred in connection with the offering and sale of interests in the Fund and other
similar expenses related to the Fund (excluding fees payable to any placement agent);
extraordinary expenses, including the following: indemnification expenses; fees and
expenses incurred in connection with any tax audit by any taxing authority, including any
related administrative settlement and judicial review; and fees and expenses incurred in
connection with the reorganization, dissolution, winding up or termination of a Fund or any
trading vehicle.
Fees and Expenses applicable to the Funds of One
The compensation paid to the Adviser by a Fund of One, including asset-based fees and
performance-based fees, and the expenses payable by the Fund of One, are detailed in the
investment advisory agreement entered into between the Adviser and the Fund of One, and
the offering documentation of the Fund of One.
Allocation of Expenses
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