FEES AND COMPENSATION
Optima
The investors in Diversified will all be qualified purchasers, as such term is defined in Section 2(a)(51)(A) of the
Company Act.
Diversified has issued “Founders Interests”. The fees and compensation applicable to Diversified with respect to the
holders of Founders Interests are set forth in detail in the Fund’s Offering Memorandum. A brief summary of the fees
and compensation applicable to Diversified with respect to the holders of Founders Interests is set forth below (all of
which is qualified by, and subject to, the language of the Offering Memorandum).
Management fee – Each Founders Interests holder will pay, in advance, a management fee to the Investment Manager
on a monthly basis.
A pro rata portion of the management fee will be paid out of any capital contributions made by any investor on any
date that does not fall on the first business day of a month, based on the actual number of days remaining in such
month. If an investor makes a withdrawal at any time other than at the end of a month, a pro rata portion of the
management fee, based on the actual number of days remaining in such month, will be repaid to the Fund for the
benefit of the withdrawing investor. The General Partner’s capital account will not be debited with any management
fee.
Incentive allocation – An incentive allocation will be allocated from each Founders Interests holder’s capital account
to the General Partner’s capital account at the end of certain periods as set forth in the Offering Memorandum. The
General Partner may at any time withdraw any portion of its capital account in respect of the incentive allocation. The
General Partner’s capital account will not be subject to an incentive allocation.
In the sole discretion of the Investment Manager, the management fee and/or the incentive allocation may be waived,
reduced or calculated differently with respect to any capital account held by any Fund investor, including, without
limitation: (i) employees, former employees, partners, former partners, members or former members of the Investment
Manager or the General Partner (other than advisory committee members) and trusts or other charitable entities
directed, supported, controlled by, or established primarily for the benefit of, the foregoing persons, (ii) advisory
committee members, other customary “friends and family” investors and trusts or other charitable entities directed,
supported, controlled by, or established primarily for the benefit of, the foregoing persons, whether such investments
are made through the Fund or the General Partner and (iii) limited partners designated by the General Partner as
“anchor investors” or “strategic investors” (e.g., those who have provided or are expected to provide (or are affiliated
with entities that have provided or are expected to provide) material business assistance to the Investment Manager,
the General Partner or the Fund).
Fees and compensation paid to the Investment Manager or its affiliates by the Fund are generally deducted from the
assets of the Fund.
Diversified may offer “Standard Interests” in the future which will be subject to different fees and compensation
structure than the “Founders Interests”.
Expenses of the Fund
In consideration of the management fee, the Investment Manager will provide office space and utilities; administrative
services; and secretarial, clerical and other personnel to the Fund. The Investment Manager will bear the costs of
providing such goods and services, and its own overhead costs and expenses, except to the extent such goods, services,
costs and expenses are: (i) provided for through soft dollars generated by the Fund, or (ii) are Fund expenses as
provided below.
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The Fund will bear its own expenses and its pro rata share of those operating and other expenses that the General
Partner deems necessary or desirable in connection with the business of Optima or the Fund, including, without
limitation, accounting, auditing, entity-level taxes imposed on or with respect to Optima or the Fund (with or without
regard to the status or attributes of the partners), and tax preparation and filing fees and expenses, legal fees and
expenses (including fees and expenses relating to regulatory and self-regulatory organization filings and compliance
made in connection with the series’ business and activities, investments and prospective investments including Form
PF, Hart-Scott-Rodino, exchange filings, court filings and other similar filings and disclosure obligations, including
fees and expenses incurred as a result of failing to make such filings and disclosures, and fees and expenses relating
to regulatory or similar investigations, inquiries and “sweeps”), all insurance fees and expenses, indemnification and
advancements thereof and other related expenses, professional fees and expenses (including fees and expenses of
investment bankers, management consultants, appraisers, public relations and government relations firms and
officials, and other consultants and experts), investment-related fees and expenses whether incurred prior to or after
the launch of the Fund and/or a particular series (including (i) fees and expenses (including travel, lodging and meal
expenses) associated with investment research and due diligence, (ii) fees and expenses (including travel, lodging and
meal expenses) associated with, or otherwise related to, the Investment Manager’s activities with respect to a Fund
Investment (as defined below) and/or any activist campaigns including, without limitation, event hosting and
production, public presentations, creating and maintaining informational websites, paid advertising and other expenses
related to media campaigns, forensic and other analyses and investigations, proxy contests, solicitations and tender
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