Item 5 - Fees & Compensation
Management Fees
Management fees payable to Resonate Capital may vary by Client and are established pursuant to the
Clients’ respective offering documents or investment management agreements. Management fees charged
to Resonate Capital Clients range from 1.0 - 1.5% per annum of capital under management.
Management fees for Resonate Core are deducted from the capital accounts of limited partners quarterly
in advance. Resonate Core management fees will generally be prorated for any subscriptions or withdrawals
by investors that are effective other than as of the first day of each quarter. Detailed descriptions of
management fee calculations are outlined in each Fund’s offering documents. Resonate may waive or
reduce management fees for certain classes of investors, including employees and affiliates of Resonate
Capital, at its discretion.
All management fees for Managed Accounts are subject to negotiation. Management fees for Managed
Accounts are billed quarterly in advance.
Incentive Fees and Allocations
Incentive fees payable or incentive allocations allocable to Resonate Capital may vary by Client and are
established pursuant to the Resonate Clients’ respective offering documents or investment management
agreements. Incentive fees and allocations for Resonate Clients are calculated at fiscal year-end and range
from 10.0 - 17.5% of the amount by which the profits (including realized and unrealized gains) otherwise
allocable to each capital account or Managed Account in the current fiscal year exceed that capital account
or Managed Account’s remaining Unrecouped Losses. “Unrecouped Losses” of a capital account or
Managed Account are all losses allocated to that capital account or Managed Account reduced (but not
below zero) by all profits subsequently allocated to that capital account or Managed Account. This is what
is sometimes referred to as a “high water mark” provision. In summary, losses incurred with respect to a
capital account or Managed Account prior to the current fiscal year must be recouped before an Incentive
Fee and Allocation is made with respect to that capital account in the current fiscal year.
Incentive fees and allocations for Resonate Core are deducted directly from the capital accounts of limited
partners annually in arrears.
All incentive fees and allocations for Managed Accounts are subject to negotiation and are established
pursuant to each Managed Account’s investment management agreement. Managed Account incentive
fees and allocations are billed to Managed Accounts annually in arrears.
Resonate may waive or reduce incentive fees or allocations for certain classes of investors, including
employees and affiliates of Resonate Capital, at its discretion.
Payment of Fees
Management fees are deducted from the assets of a Resonate Fund quarterly in advance and incentive or
performance-based allocations are generally deducted from the assets of Resonate Funds annually in
arrears.
In all cases, clients and investors bear expenses and the pro rata portion of the management fee and the
incentive fee or allocation through the date of termination or withdrawal. All prepaid but unearned advisory
fees are refunded on termination of a client’s account.
Additional Fees and Expenses
To the extent permitted under the Resonate Funds’ offering documents, the Resonate Funds are obligated
to pay for all legal, auditing and accounting fees, tax preparation expenses, investment expenses and all
other expenses of each respective Resonate Fund, including, without limitation, custodian fees, taxes on
securities transactions, brokerage fees, commissions and any other similar fees, research services,
consulting expenses and other third party research-related expenses, clearing expenses, government
registration fees, fees to an administrator, entity-level taxes, organizational expenses and other similar or
extraordinary expenses related to the operation of the respective Resonate Fund. See Item 12 for further
discussion of fees associated with brokerage practices.
Resonate Capital maintains responsibility for all of its separate expenses arising out of its services to
Clients, including all of its general overhead expenses (including the rent of its offices, compensation and
benefits of its staff, maintenance of its books and records, and its fixed expenses, communications
equipment, and general-purpose office equipment), but is not responsible for any Client operating
expenses. All organizational costs and expenses related to an offer and sale of interests are also borne by
Resonate Capital.
Additional Compensation
Not applicable.