ITEM 5 - FEES AND COMPENSATION
A. The fees applicable to each Client are set forth in detail in each Client’s respective Governing Documents.
The Qsemble Funds’ fee schedules are omitted because this brochure is being delivered only to “qualified
purchasers,” as defined in 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the
“Investment Company Act”). For other Clients, such as a Portfolio, the applicable types, frequency,
calculation, and manner of our receipt of fees and compensation in connection such Clients are negotiated
and set forth in the applicable Governing Documents and may vary from those of other Clients. A brief
summary of the fees, expenses, and incentive compensation to which the Qsemble Funds are subject,
however, is provided below.
Qsemble (and/or its general partner) generally receives an asset-based management fee from the Qsemble
Funds that is calculated and accrued monthly, based on the net asset value of each capital account as of
the beginning of such month as adjusted to reflect profits, losses, fees and expenses (excluding the current
month’s management fee and any performance amount as described below) (the “Management Fee”).
The Management Fee is generally payable in advance as of the first calendar day of each month.
In certain circumstances, at the discretion of Qsemble (and/or the Fund General Partner) and upon request
of an Investor, the Management Fee may be negotiated as a fixed amount, be based on an “expense pass
through” arrangement or be structured to reflect another amount as agreed between Qsemble and an
Investor.
The Fund General Partner also receives performance-based compensation determined by the performance
of each Qsemble Fund’s respective assets under our management, subject to the terms of any applicable
Governing Document (any such amount, an “Incentive Allocation”). Incentive Allocations will generally
be calculated based upon the annual trading profits of the assets managed by us after subtracting certain
expenses, including, with respect to the Qsemble Funds, the Management Fee.
Qsemble (and/or the Fund General Partner) may fully or partially waive, rebate, or calculate differently,
the Management Fee and/or Incentive Allocation with respect to any Investor, including Investors who
are directors, officers, employees or otherwise affiliated with Qsemble, in our sole discretion and subject
to the Governing Documents.
The fees and expenses payable to the Firm by a Portfolio are calculated in accordance with the terms of
the respective Sub-MA. Each Portfolio is responsible for its pro rata portion of the expenses incurred by
the Firm with respect to trading activity conducted in the Portfolio.
B. Generally, the Master Fund will pay Qsemble a management fee monthly in advance. The Incentive
Allocation is calculated monthly, but paid annually.
With respect to a Portfolio, management fees are not deducted from the Portfolio’s assets and are paid
monthly in arrears. Performance fees are calculated monthly, but paid annually.
C. Generally, all expenses of the Qsemble Funds, Qsemble and the Fund General Partner will be borne as
described in the Governing Documents. While the following description of expenses assumes an asset-
based fixed Management Fee as described above in Section A, in certain circumstances, at the discretion
of Qsemble and upon request of an Investor, the Management Fee may be negotiated as a fixed amount,
be based on an “expense pass through” arrangement or be structured to reflect another amount as agreed
between Qsemble and an Investor.
The Master Fund will bear or reimburse Qsemble and/or the Fund General Partner for advancing its own
expenses and those of the Feeder Funds, in each case relating to the Qsemble Funds’ operational and
administrative expenses and the Qsemble Funds’ trading expenses.
Operational and administrative expenses include, without limitation, the following: (i) organizational fees
and expenses and fees and expenses incurred in connection with the offering and sale of the Qsemble
Funds; (ii) fees and expenses of third-party professionals; (iii) fees and expenses relating to information
technology hardware, software or other technology; and (iv) extraordinary expenses.
Trading expenses include, without limitation, the following: (i) expenses related to brokerage and prime
brokerage fees, futures commission merchant fees, commissions and expenses (including the costs of
negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other agreements
with trading and financing counterparties), expenses relating to borrowing securities to be sold short;
clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and
other borrowing costs; broken deal expenses; and (ii) fees and expenses relating to information
technology hardware, software, real time market data (and related fees and costs for trading) or other
technology (including, without limitation, costs of software licensing, implementation, data management
and recovery services and custom development) used to facilitate and manage the order execution of
securities or otherwise manage the Qsemble Funds (such as portfolio management systems and order
management systems). Such expenses are generally subject to expense caps as provided for in the
Governing Documents.
Qsemble and/or the Fund General Partner may, in their discretion, waive their right to be reimbursed for
any of the foregoing expenses for any period of time. Any such waiver shall not require Qsemble or the
Fund General Partner to waive their right to be reimbursed for such expenses in the future.
Qsemble and the Fund General Partner will bear their own overhead expenses and the expense relating
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