ITEM 5: FEES AND COMPENSATION
Description and Fee Billing
Prologue charges the Master Fund (and indirectly, certain Investors in the Feeder Funds) an asset-based
management fee and Prologue’s affiliate, the Master Fund GP, as the general partner of the Master Fund, receives
from the Master Fund a performance-based allocation. Performance-based allocations are charged in compliance
with Rule 205-3 of the Advisers Act.
With respect to the Master Fund, Prologue receives a monthly asset-based management fee paid in arrears based
on the net asset value of certain sub-series of shares in the Cayman Feeder Fund and certain capital accounts of
each limited partner in the Delaware Feeder Fund, each as at the close of business on the last day of each month.
The Master Fund GP receives a performance allocation, allocated annually, based on the appreciation in the net
asset value of certain sub-series of classes of shares in the Cayman Feeder Fund and certain capital accounts of
each limited partner in the Delaware Feeder Fund, each after deduction of Management Fees and other expenses
including Feeder Fund expenses.
Prologue waives the management fee and the performance allocation with respect to shareholders and limited
partners invested in the Flagship Funds who are partners, members and employees of Prologue and its affiliates.
With respect to the Maplewood Fund, Prologue receives an asset-based management fee paid in arrears based on
the net asset value of the shares as at the close of business on the last day of each month.
The Maplewood Manager receives a performance fee, allocated annually, based on the appreciation in the net
asset value of shares in the Maplewood Fund, after the deduction of Management Fees and other expenses.
Other Fees or Expenses
The Feeder Funds and the Maplewood Fund have paid or reimbursed, or are in the process of reimbursing,
Prologue for certain costs and expenses incurred (and solely with respect to the Feeder Funds, their respective
share of the Master Fund’s expenses) in connection with the offering of shares and interests, as applicable. The
Feeder Funds and the Maplewood Fund also pay all of their own (and solely with respect to the Feeder Funds,
their respective share of the Master Fund’s) administrative, organizational, operating and other expenses,
including, but not limited to, custodial, brokerage and other transaction costs. Please refer to each Fund’s private
placement memorandum for a more complete description of fees and expenses. For more information regarding
Prologue’s brokerage arrangements, see Item 12 below.
Expenses of each Feeder Fund generally will be shared by all of the Investors in a Feeder Fund, (including the
general partner), pro rata in accordance with their investment in a Feeder Fund. Certain expenses might not be
shared pro rata such as the management fee and any expenses which the Directors determine in their sole
discretion should be allocated to a particular Investor or Investors. Certain expenses will be shared across the
Maplewood Fund and the Feeder Funds, as applicable.
Participation or Interest in Client Transaction
Neither Prologue nor any of its supervised persons accepts compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees from the sale of mutual funds.