Item 5: Fees and Compensation
Management Fee
As an investment adviser to the Funds, as governed by the Offering Documents, SaddleRock receives a
Management Fee generally equal to an annual rate of 1.0% to 1.5% depending on the class interests of
the Feeder Funds (or the Master Fund).
The Master Fund will pay SaddleRock a Management Fee quarterly in advance on the first day of each
calendar quarter, equal to the applicable Management Fee percentage of the net asset value of each
capital account of each Investor as of such date.
Management Fees are generally pro-rated for partial periods. Once paid, SaddleRock will return to
the Funds (or the Master Fund) for payment to, or credit to the capital account of, the withdrawing
Investor, an amount equal to the pro rata portion of the Management Fee.
SaddleRock or the General Partner may reduce, waive or calculate differently the management fee for
certain Investors, including but not limited to, employees, and/or designated persons that are affiliates
of SaddleRock, without notice to, or consent from, the other Investors.
Other Fees and Expenses
The Funds pay or reimburse SaddleRock or the General Partner for all of the following costs and
expenses, and all costs and expenses relating to the Feeder Funds’ interest in the Master Fund, in
accordance with the Offering Documents for the Feeder Funds and the Master Fund Limited
Partnership Agreement, including:
Investment Program. All costs, fees and expenses related to the Feeder Funds’ or the Master Fund’s
investment program, as well as expenses related to any special purpose vehicle formed for making or
holding investments, including:
(a) the researching, making, holding, monitoring or disposing of Investments (including prospective
Investments, whether or not consummated), including costs, fees and expenses related to
research, due diligence, proxies, brokerage commissions and borrowing charges on Investments
sold short;
(b) research (e.g., all costs and expenses of research reports, subscriptions to research services,
research calls and meetings and research or industry conferences) and market data, including
alternative data (including any computer hardware, software and connectivity hardware (e.g.,
telephone and fiber optic lines) incorporated into the cost of obtaining such research and
market data, including third-party vendors necessary to process such data and any customized
development and implementation costs) and expert networks;
(c) exchange, clearing and settlement charges and other trading-related costs (including the costs
of outsourced trading service providers, including technology support, operational and back
office services), fees and expenses (including trade errors resulting in a loss that are not the
result of SaddleRock’s Disqualifying Conduct (as defined in the Offering Documents for the
Funds)), and appraisal fees and investment-related travel expenses (which are travel expenses
related to the purchase, sale or transmittal of, or due diligence regarding, Investments, including
business class or the equivalent with respect to international travel, transportation, lodging,
meals, admission costs for attending conferences related to such Investments and other similar
costs and expenses);
(d) investment banking fees and expenses, such as underwritings and private placement expenses;
SaddleRock Capital Management LLC Form ADV Part 2A
(e) interest on, and commitment fees and expenses arising out of, debt balances or borrowings
(including stock borrowings) and banking and custody fees;
(f) fees of consultants and finders relating to Investments; and
(g) any attorneys, appraisers, accountants, consultants (including consultants in specializations such
as executive talent and human resources, management, operations, manufacturing,
procurement, technology, sales, marketing, acquisition due diligence, integration/rationalization
or other types of operations) or other experts, as well as other expenses, related to
Investments.
Sale of Interests in the Funds. Expenses incurred in connection with the offering and sale of the interests,
including legal, accounting and administrative fees, printing costs, expenses related to preparing
offering documents and other marketing materials, expenses related to the engagement and services
of placement agents (including reimbursement of expenses and indemnification of such placement
agents), the cost of negotiating and documenting any related compensation arrangements, costs of
reporting and providing information to existing and prospective Investors, costs of structuring and
documenting any seeding arrangement, expenses related to the negotiation of and compliance with
side letters, travel expenses (including business class or the equivalent with respect to international
travel, transportation, lodging, meals and investor entertainment) related to the Feeder Funds’ or the
Master Fund’s offering, registration and other filing fees (including any Form D and “blue sky” filing
fees) to the extent such fees are directly related to the Feeder Funds’ or the Master Fund’s activities,
other out-of-pocket expenses, the cost of compliance with any applicable federal, state and other laws
directly related to the Feeder Funds’ or the Master Fund’s activities, additional agreement negotiations
and other similar expenses.
Regulatory Compliance. All costs, fees and expenses incurred by the Funds, SaddleRock, the General
Partner, the Master Fund or their respective affiliates directly related to the Feeder Funds’ or the
Master Fund’s organization, operations and Investments, including the costs, fees and expenses
associated with compliance, regulatory filings or regulatory and governmental inquiries of the Feeder
Funds or the Master Fund, including:
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