Item 5: Fees and Compensation
The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A
brief summary of such fees is provided below.
Red Cedar Management, LP Form ADV Part 2A
Management Fee
Red Cedar is paid an investment management fee (“Management Fee”) ranging from
1.00% to 1.50% per annum of the net asset value of the Master Fund. The Management
Fee is charged within ten (10) days after the beginning of each quarter, and is paid in
advance based on the Master Fund’s net asset value on the first day of the quarter. If a
new Investor account is established during a quarter, or an Investor makes an addition to
its account during a quarter, the Management Fee will be prorated.
If a new Investor is admitted at any time other than the first day of a quarterly period, or
an existing Investor makes an additional investment at any time other than the first day
of a quarterly period, the portion of the Management Fee payable will be prorated based
on the number of days remaining in such quarterly period.
The General Partner shall have the authority to alter or change the manner and method
of calculating and/or paying the Management Fees for the purpose of ease of
administration, including, without limitation, charging such Management Fees at the
Partnership level rather than at the Master Fund level, provided that no such alteration or
change in the method of calculation and/or payment, as applicable, shall in any way
adversely alter or affect the substantive rights of any Investor, including, without
limitation, the economic provisions and voting rights herein or in the Partnership, or
otherwise adversely affect Investors.
Performance Allocation
The General Partner will be entitled to an annual Performance Allocation (“Performance
Allocation”) subject to a Threshold Return and Loss Carryover procedure. The Performance
Allocation will be allocated at the Master Fund level, but will be calculated with respect to
each limited partnership interest in the Onshore Fund and class and series of shares in the
Offshore Fund (each, an “Interest”) such that any feeder-fund level income and expenses will
be taken into account for purposes of calculating such Performance Allocation.
The General Partner may reduce, waive, assign, grant participation in or otherwise share,
reallocate or modify the Performance Allocation allocable with respect to any Investor
(including for any affiliate of the General Partner or Firm) without the consent of or notice to
any Investor.
In the event that a Fund is terminated, or an Investor withdraws other than at the end of a
fiscal year, then for purposes of determining the Performance Allocation allocable at such time
to the General Partner, net capital appreciation will be determined as of such dates, and
calculated on the first day of each period, or portion thereof (in the event of a mid-year
withdrawal or distribution), subject to certain adjustments.
Other Types of Fees or Expenses
The General Partner and the Investment Manager shall pay, without reimbursement by the
Funds, all of their own ordinary administrative and overhead expenses, including, without
limitation, all costs and expenses on account of rent, salaries, office equipment, computer
equipment, supplies, wages, bonuses and other employee benefits.
Red Cedar Management, LP Form ADV Part 2A
Each of the Funds has incurred and will incur Organizational Expenses, Investment Expenses
and Operating Expenses. The term “Organizational Expenses” means the expenses incurred
by a Fund in connection with its organization. The term “Investment Expenses” means the
expenses associated with the investment program of the Funds, as applicable, which includes,
without limitation, brokerage expenses, commissions, dealing and spread costs (which vary
depending on a number of factors, including, without limitation, the bank, broker or dealing
counterparty utilized for the transaction, the particular instrument traded and the volume and
size of the transaction), execution, give-up, exchange, clearing and settlement charges, initial
and variation margin, regulatory commissions and fees, delivery, custodial fees, escrow
expenses, insurance costs (including D&O and E&O insurance for the Investment Manager,
the General Partner, outside directorship and any advisory committee to the Fund, if any),
third party research (except as otherwise paid for using soft dollars within Section 28(e) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder by the SEC (the “Exchange Act”)), interest and borrowing charges on margin
accounts and other indebtedness, bank, broker and dealer service fees, interest expenses and
consulting, risk reporting services, trade management systems, advisory, investment banking
and other professional fees relating to particular investments or contemplated investments
and all other research expenses including travel and all other expenses directly or indirectly
related to the investment program. The term “Operating Expenses” means a Fund’s, as
applicable, operating expenses, including, without limitation, administrative expenses,
custodial expenses, legal expenses, Fund-related compliance and regulatory expenses
(including, without limitation, expenses related to regulatory filings in connection with a
Fund’s investment activities as well as filing and Form PF filings) and expenses related to the
registration, filing and reporting requirements in any jurisdiction in which interests are offered
and sold including those related to Alternative Investment Fund Manager’s Directive
(“AIFMD”), as applicable, external accounting expenses, audit and tax preparation expenses,
interest, taxes, costs, all expenses incurred in connection with the offer and sale of Interests
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