Item 5. Fees and Compensation
Investment Management Fee
The Funds pay Regents Gate Capital a management fee (the “Investment Management Fee”)
equal to up to 2% of the balance of each investor’s capital account and such Investment
Management Fee is deducted from each investor’s account. Investors in the launch Class A
Shares, F1 Series pay a 1.5% Management Fee. The Investment Management Fee is paid
monthly in arrears and is equal to a twelfth of the result of the Investment Management Fee
rate multiplied by the balance of each investor’s capital account as of the last day of the prior
month (before taking into account the estimated accrued Incentive Allocation (defined
below), if any). The specific terms of the Investment Management Fee are outlined in the
relevant Fund’s Governing Documents.
In connection with the advisory services provided to SMA Clients, Regents Gate Capital will
receive an Investment Management Fee that is negotiated on an account-by-account basis,
which is typically based on a percentage of the account’s assets under management. The
management fees are paid monthly, in arrears and are deducted directly from the SMA
Client’s account.
Incentive Allocation
At the end of each fiscal year, the Regents Gate Capital Funds pay the General Partner an
annual incentive allocation in an amount equal to 20% of the net capital appreciation (which
includes both realized gains and losses and unrealized appreciation and depreciation of
securities held in the Fund’s portfolio) allocated to each Fund investor’s capital account
after the deduction of the Investment Management Fee for such fiscal year and such Incentive
Allocation is deducted from each investor’s account.
Generally, at the end of each fiscal year of an SMA Client, Regents Gate Capital is entitled
to an Incentive Allocation that is subject to negotiation and established pursuant to the
Governing Documents applicable to such SMA Client and the Incentive Allocation is
deducted directly from such SMA Client’s account. Generally, such Governing Documents
are terminable upon receipt by either party from the other of prior written notice of
termination subject to the expiration of the specific notice period.
Waiver of Fees
In the Firm’s sole discretion, the Investment Management Fee may be and has been waived,
reduced, or calculated differently with respect to certain investors, including, without
limitation, investors that are members, shareholders, partners, affiliates or employees of the
Firm or its affiliates. The governing documents of the Funds allow the Firm to waive
Investment Management Fees for such individuals and to negotiate different fees with
investors in the Funds.
In the sole discretion of the General Partner, the Incentive Allocation may be and has been
waived, reduced or calculated differently with respect to the capital account of any Limited
Partner, including, without limitation, investors that are members, shareholders, partners,
affiliates or employees of the Firm or its affiliates.
Additional Information and Expenses
In addition to the Investment Management Fee and Incentive Allocation outlined above,
investors in the Regents Gate Capital Funds also pay the costs and expenses incurred from
fund operation which may include expenses related to the research, due diligence and
monitoring of actual and prospective investments (whether or not consummated) and the
consummation of such investments, including the following: third-party investment sourcing
fees; fees and expenses related to obtaining research and market data (including investment
research, corporate access fees, any computer hardware, connectivity hardware (e.g.,
telephone and fibre optic lines), software and expenses related to obtaining, processing and
analysing data); due diligence expenses including consulting and appraisal fees; investment-
and research-related travel expenses; brokerage, prime brokerage and futures commission
merchant fees, commissions and expenses (including fees, commissions and expenses paid
or reimbursed to an External Trading Desk); expenses relating to short sales; clearing and
settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees
related to financings or refinancings; fees and expenses of proxy research and voting
services; organisational and reorganisational expenses; and operational expenses, including
the following: fees and expenses relating to information technology hardware, software or
other technology (including costs of software licensing, implementation, data management
and recovery services and custom development) used to research investments, evaluate and
manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with
the rules of any self- regulatory organisation or applicable law (including reporting
obligations), facilitate and manage the order execution of financial instruments by any
trading vehicle, such as Bloomberg terminals, portfolio management systems, risk
management systems and order management systems; fees and expenses of third-party risk
management products, models and services; third-party administrative fees and expenses;
fees and expenses of third-party professionals, including consultants, risk management and
trading cost analysis, valuation service providers, attorneys and accountants; the costs of any
litigation or investigation involving activities of the Funds; third-party audit and tax
preparation expenses; insurance expenses, including premiums for cybersecurity insurance
and liability insurance covering the General Partner, Regents Gate Capital and the members,
partners, directors, managers, shareholders, officers, employees and agents of any of them
and each member of the General Partner’s board of managers and the board of directors; fees
and expenses (including director registration fees) of the Fund, the General Partner, and any
...