Item 5 – Fees and Compensation
A. Advisory Fees and Compensation.
1. Management Fee
Investors in the Funds generally bear a management fee, payable at the beginning of each month,
up to 2% per annum of the net asset value of such Investor's interests in the respective Fund.
Investors in Managed Accounts will generally bear a management fee in an amount that is
individually negotiated for each Managed Account
Prosiris has waived, reduced, or calculated differently the management fee with respect to certain
Investors.
2. Incentive Distribution
Generally, at the end of each fiscal year of the respective Fund, Prosiris or its affiliates are
entitled to an incentive distribution in an amount up to 20% of the net appreciation (including
unrealized appreciation) in each Investor's capital account or each series of shares of the Fund, as
applicable, for such fiscal year, subject to a high water mark.
In the event that a Client relationship is terminated or an Investor withdraws or redeems on a
date other than at the end of a fiscal year, then for purposes of determining the incentive
distribution allocable at such time to Prosiris or its affiliates, net capital appreciation will be
determined as if such dates were the end of the fiscal year, subject to certain adjustments.
Prosiris may waive, reduce, or calculate differently the incentive allocation with respect to
certain Investors.
For Managed Accounts, Prosiris or its affiliates will generally be entitled to an incentive
distribution in an amount that is individually negotiated for each Managed Account.
Prosiris has waived, reduced, or calculated differently the incentive distribution with respect to
certain Investors.
Investors and prospective Investors should refer to the private placement memorandum or other
offering documents of the respective Client for detailed information with respect to the fees
associated with such Client. The information contained herein is a summary only and is qualified
in its entirety by such documents.
B. Payment of Fees.
Fees and compensation paid to Prosiris or its affiliates by the Clients are generally deducted
from the assets of such Clients. As discussed above, for the Funds, management fees are
generally deducted on a monthly basis and incentive distributions are generally deducted on an
annual basis.
For Managed Accounts, the timing of the deduction of management fees and the payment of
the incentive distribution is individually negotiated for each Managed Account.
C. Additional Fees and Expenses.
The operating and other expenses of the Institutional Feeder Fund, the Cayman Feeder Fund, the
U.S. Feeder Fund and the Master Fund (together, the “Global Opportunities Fund Group”)
incurred in order to hold, protect, purchase, sell, deliver and receive their assets are paid by the
Master Fund. Similarly, the operating and other expenses of Opportunities Feeder Fund and the
Opportunities Master Fund (together, the “Opportunities Fund Group” and collectively with the
Global Opportunities Fund Group, the "Fund Groups" and each, a “Fund Group”) incurred in
order to hold, protect, purchase, sell, deliver and receive its assets are paid by the Opportunities
Master Fund. Expenses of each Fund Group generally include without limitation: (i) brokerage
commissions, borrowing charges, other indebtedness, withholding and transfer taxes, entity-level
taxes, bank and service fees, and fees of Prosiris, the administrator, the prime brokers,
custodians, and other service providers; (ii) all external legal fees and expenses which, in the
reasonable judgment of Prosiris, are required or advisable to be incurred in order to protect the
assets of the Fund Group or in connection with the purchase, sale, or carrying of any securities,
derivatives, futures and/or other assets of the applicable Master Fund as well as all other external
legal fees relating to the internal administration of the Fund Group; (iii) fees and expenses for
accounting services (including an annual or more frequent audits); (iv) expenses incurred in
connection with the preparation of reports; (v) costs associated with any software or additional
programming deemed necessary by Prosiris in the management of the applicable Master Fund;
(vi) the costs relating to research services and products utilized by Prosiris on behalf of the
applicable Master Fund (including the costs of Bloomberg, Intex, Trepp, and other live market
feeds and on-line research); (vii) stamp duty and all other costs and expenses incurred for the
actual or proposed acquisition or disposition of investments; (viii) fees and expenses incurred in
connection with the organization, administration, and maintenance of, and legal compliance by,
the Fund Group (including any corporate secretarial fees and expenses); (ix) fees and expenses
with respect to any member of the Fund Group's Boards of Directors who is independent of
Prosiris; (x) other professional fees, including any errors and omissions and director and officer
liability insurance expenses incurred by Prosiris for the benefit of the Fund Group; (xi) travel
expenses incurred in connection with investments, whether consummated or not (including,
without limitation, investment-related travel expenses of consultants and experts); (xii) research
expenses related to the strategy and investments of the applicable Master Fund; and (xiii) all
other costs and expenses of the Fund Group as set forth in the applicable offering memorandum
or constituent document. If any such operating costs are incurred by Prosiris on behalf of a Fund
Group, and any other investment vehicle(s) managed by Prosiris, such costs will be borne pro
rata by such Fund Group and such other investment vehicle(s) based on the amounts invested by
such Fund Group and such other investment vehicle(s) at the time such costs are incurred or in
such other equitable manner as Prosiris determines.
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