ITEM 5 – FEES AND COMPENSATION
A. Advisory Services and Fees
Sahana provides investment advisory services to each Client pursuant to the terms of each
Client’s Governing Documents.
Sahana charges the Funds investment management fees based on the value of the Funds’
respective assets under management (the “Management Fee”). The Management Fee charged is
up to 1% annually, payable monthly in advance.
Sahana is entitled to receive performance-based compensation from the Funds, which is based
on the net capital appreciation above a benchmark defined in the Governing Documents. The
performance-based compensation is equal to 20% of the net capital appreciation above the benchmark,
such that Investors do not have a positive Underperformance Recovery Account (as defined in the
Governing Documents).
Our fees are further described in the Governing Documents.
B. Additional Expenses and Fees
Our fees are exclusive of other charges, fees, and expenses which are paid by Clients and
include, among other things, where applicable: the cost of maintaining a Fund’s existence,
including, without limitation, the cost of maintaining the Fund’s registered office in the Cayman
Islands and the fees payable to the Cayman Island Monetary Authority (“CIMA”); the cost of
meetings of the Independent Fund Committee of a Fund; the cost associated with any shareholder
communications; expenses of the continuous offering of shares of a Fund, including the cost of
producing and distributing offering memoranda and other marketing materials; printing and
mailing costs; filing fees and expenses; consulting, brokerage, depositary, finders’, financing,
appraisal, and accounting fees, as well as audit and tax preparation fees and expenses (including
the preparation and mailing of K-1 forms); the fees and expenses of a Fund’s administrator;
computer software, licensing, programming and operating expenses; data processing costs;
director fees and out-of-pocket expenses; taxes or other governmental charges; legal and
compliance fees and expenses; indemnification, litigation and extraordinary expenses, if any;
interest expenses; insurance premiums and expenses; custody fees; bank charges; and operating
general operating and organization expenses of a Fund, along with certain investment- related fees,
costs, and expenses. In general, each Investor will bear its proportionate share of the Fund expenses
on a pro rata basis with respect to the size of such Investor’s capital account(s) or with respect to
the relative net asset value of the shares held by such Investor, as applicable. A Fund will also bear
its pro rata share of a master fund’s operational expenses, including, without limitation: research
expenses; the cost of maintaining the master fund’s existence, including, without limitation, the
cost of maintaining the master fund’s registered office in the Cayman Islands and the fees payable
to CIMA; filing fees and expenses; accounting, audit and tax preparation fees and expenses; the
fees and expenses of the administrator; computer software, licensing, programming and operating
expenses; data processing costs; director fees and out-of-pocket expenses; consulting fees;
investment banking fees; taxes; legal fees and expenses; litigation and extraordinary expenses, if
any; interest expenses (including interest due to repurchase agreements and other borrowings);
insurance premiums and expenses; custody fees; bank charges; brokerage commissions, spreads,
and mark- ups; and other investment and operating expenses.
These charges, fees, and expenses are exclusive of and in addition to our management and
incentive fees, if any. In most circumstances, such compensation is not reviewed or approved by
an independent third party. We do not receive any portion of these charges, fees, and expenses and
do not receive a brokerage commission or other compensation attributable to the sale of a security
or other investment product. The Adviser may exempt certain investors in the Funds from payment
of all or a portion of management fees and/or an incentive or performance fee, including the
Adviser and any other person designated by the Adviser. Any such exemption from fees may be
made by a direct exemption (through a class or interest within a Fund), a rebate by the Adviser
and/or its affiliates, or by other means.