Item 5 - Fees and Compensation
A. Fee Structure
All fees are subject to negotiation. The specific manner in which fees are charged by us and the
General Partner and whether they may be waived or modified (including, without limitation, by
means of a rebate) is established in the Private Placement Memorandum for each Fund, in side-
letters with specific limited partners, if any, and in the investment advisory agreement (“IAA”)
with each SMA. We generally bill our management fees on a monthly basis and performance fees
on an annual basis, in each case, in arrears following each applicable “Valuation Period”.
For purposes of this Item 5, Valuation Period means, as appropriate, the fiscal year or calendar
month of a Client. “Valuation Point” means the close of business, 4:00 P.M. Eastern Time (ET),
the on last day of each Valuation Period. If a contribution is made at any time other than the first
day of such Valuation Period, then the Valuation Period shall be the period commencing on the
date of such contribution and end on the last day of the ordinary Valuation Period in which such
contribution is made. If a withdrawal is made at any time other than as of the last day of such
Valuation Period, then the Valuation Period shall commence on the ordinary first day of the
applicable Valuation Period and end on the date of such withdrawal.
B. Management Fee
We charge a Management Fee equal to the greater of (i) two (2%) percent per annum of each
Limited Partner’s Capital Account or (ii) one (1%) percent per annum of each Limited Partner’s
aggregated Capital Contributions, in either case determined as of the Valuation Point for each
monthly Valuation Period, and payable in arrears promptly following the close of each Valuation
Period. The Management Fee will be charged monthly on a pro rata basis to the Capital Accounts
of the Limited Partners. We receive Management Fees irrespective of the performance results.
Thus, an investor may lose money but still be assessed Management Fees. Since the US Feeder
and the Offshore Feeder both pay Management Fees to the Adviser, there is no additional
Management Fee due to the Adviser from the Master Fund. We may, in our sole and absolute
discretion, waive or reduce the Management Fee charged to an investor; such waivers or reductions
will not increase the Management Fees paid by other investors.
We do not reduce our fees to offset the commissions charged by Digital Asset Exchanges and such
fees are expenses of the Clients. Such Digital Asset Exchanges are operated by independent third
parties. Although we will attempt to negotiate the lowest fees for each transaction, there are many
factors that determine the fees charged by such Digital Asset Exchanges, including, without
limitation, whether a particular form of Digital Asset is available at the time of the particular
transaction, overall market demand and market price fluctuations.
Management Fees are prorated for each Capital Contribution and withdrawal made during the
applicable Valuation Period (with the exception of small contributions and withdrawals, if
permitted by the General Partner of a particular Fund). Accounts initiated or terminated during a
Valuation Period will be charged a prorated fee. Upon termination of any account, in the unlikely
event that there are prepaid or unearned Management Fees (unlikely because fees are charged in
arrears), such amounts will be promptly refunded.
C. Performance Fee and Subscription Fee
The Adviser does not charge performance fees or subscription fees. Under the Private Placement
Memorandum for each Fund, the General Partner will receive (i) an annual Performance Fee equal
to twenty (20%) percent of the net profits initially allocated to each Limited Partner for any Fiscal
Year, provided that any losses previously allocated to such Limited Partner for any prior period or
periods have first been fully recovered (a “high water mark” basis) and (ii) a subscription fee equal
to one (1%) percent of all accepted subscriptions (the “Subscription Fee”). Upon termination of
any account, any earned, unpaid Performance Fees will be due and payable to the General Partner.
See also Item 6, concerning “Performance Fees”, below.
D. Failure to Pay Fees
To the extent that there is insufficient cash available to pay any Fund’s expenses, the Management
Fee or the Performance Fee in full, the General Partner, in its sole discretion, (i) may lend the
amounts to such Fund or allow such Fund to borrow from an affiliated entity with interest accruing
to the lender at three (3%) percent per annum, and/or (ii) the expenses or fee may be accrued as a
debt of such Fund, with interest accruing to any affiliated lender at three (3%) percent per annum.
Interest charged by any unaffiliated creditor will be separately negotiated with such persons.
E. Valuations
The General Partner or Directors of each Fund and manager of each SMA will coordinate with
Trident Trust Company (Cayman) Limited (the “Administrator”) to value most Digital Asset
investments, except in certain limited circumstances, such as the valuation of privately offered
Digital Assets for which there is no public market, and where the General Partner has certain
elements of discretion in determining the valuation. The Administrator will also assist in
determining the NAV for each Client as of the last day of each month and annually, including the
annual calculation of realized and unrealized gains and losses, and any loss carry forwards.
Valuation procedures are set forth in the applicable private placement memorandum and limited
partnership agreement or bylaws for each Fund.
In certain circumstances, other valuation procedures may be used in accordance with Client
mandates as set forth in their respective offering documents, IMA or IAA.
F. Deduction of Fees
All fees and expenses are deducted (generally, in arrears) from Clients’ investment account in
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