Item 5: Fees and Compensation
A. Advisory Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of our expectations for such fees is provided below.
Management Fee
Generally, Rudius is paid an investment management fee ("Management Fee") for each fiscal
quarter equal to a quarter of the management fee rate ("Management Fee Rate") multiplied
by the net asset value attributed to each Investor at the beginning of each fiscal quarter. The
Management Fee will be calculated and paid in advance but will be amortized monthly over
the fiscal quarter for which such Management Fee is paid. The Management Fee will be
prorated for partial fiscal quarters. In the event of a redemption by an Investor other than as
of the last day of a fiscal quarter, Rudius will return to the relevant Fund for payment to, or
credit to the interests of, the redeeming Investor, an amount equal to the pro rata portion of
the Management Fee, based on the actual number of days remaining in such fiscal quarter.
The Management Fee Rate ranges from 1% to 1.25% per annum, as set out in the applicable
Fund's Offering Documents.
The Investment Manager, in its sole discretion, may waive, modify or calculate differently the
Management Fee for any Investor.
Incentive Fees
Generally, at the end of each fiscal year, Rudius is entitled to an incentive allocation equal to
20% of the aggregate net capital appreciation (if any) attributable to the corresponding shares
or interests of an Investor for such fiscal year subject, in certain cases, to a hurdle. Any
incentive allocation is subject to a loss recovery account mechanism.
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 incentive allocation allocable at such time to
Rudius, net capital appreciation will be determined as if such dates were the end of the fiscal
year, subject to certain adjustments. In the sole discretion of Rudius, the incentive allocation
may be waived, reduced or calculated differently with respect to certain Investors.
B. Other Types of Fees or Expenses
Rudius is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
Expenses of the Funds
The applicable Fund will bear its own expenses, any relevant trading vehicle's expenses, and,
if such Fund is a feeder fund, its pro rata share of the applicable Master Fund's expenses,
including the following: (i) the Management Fee; (ii) expenses related to actual and
prospective investments (whether or not consummated), including the following: fees and
expenses related to market data (excluding Bloomberg terminals); costs related to the security
and custody of investments; expenses related to the purchase and sale of investments;
brokerage and prime brokerage and futures commission merchant fees, commissions and
expenses; expenses relating to short sales; clearing and settlement charges; interest expenses
and fees related to financings or refinancings; fees and expenses of proxy research and voting
services; bank service fees; and fees and expenses of third-party professionals, including
consultants, investment bankers, attorneys and accountants; (iii) organizational and
reorganizational expenses; and (iv) 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, but excluding Bloomberg terminals) used to evaluate and
manage risk, facilitate valuations, facilitate accounting functions, facilitate operational and
settlement functions, facilitate compliance with the rules of any self-regulatory organization
or applicable law (including reporting obligations), or otherwise manage the Fund, the Master
Fund or any trading vehicle, such as portfolio management systems and risk management
systems; fees and expenses of third-party risk management products, models and services;
insurance expenses, including premiums for cybersecurity insurance and liability insurance
covering the Investment Manager and its partners, officers, employees and agents, each
member of any Fund board of directors and each member of any advisory committee that
may be established; third-party administrative fees and expenses; fees and expenses of third-
party professionals, including consultants, valuation service providers, attorneys and
accountants; the costs of any litigation or investigation involving activities of the Fund or the
Master Fund; third-party audit and tax preparation expenses; fees and expenses (including
director registration fees) of the Fund's and the Master Fund's directors and officers (including
any AML Officers); costs of preparing and distributing reports and notices; taxes; expenses
incurred in connection with negotiating and complying with provisions of any side letter
agreements; fees and expenses related to compliance with the rules of any self-regulatory
organization or applicable law in connection with the activities of the Fund, the Master Fund
or any trading vehicle, including any governmental, regulatory, licensing, filing or registration
fees or taxes (including fees and expenses incurred in connection with the preparation and
filing of any regulatory filings of the Fund, the Master Fund or any trading vehicle); expenses
incurred in connection with the offering and sale of the shares or interests and other similar
expenses related to the Fund (excluding fees payable to any placement agent); extraordinary
expenses, including the following: indemnification expenses; fees and expenses incurred in
connection with any tax audit by any taxing authority, including any related administrative
settlement and judicial review; and fees and expenses incurred in connection with the
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