Item 5 – Fees and Compensation
A. Advisory Fees and Compensation
Global Natural Resources Strategy, Energy Transition Strategy, and North American Natural Gas Strategy
SailingStone’s fee schedule for separately managed account Clients is 1.25% and is generally not
negotiable. Long-term clients of SailingStone may pay fee rates that are lower. SailingStone generally
requires a minimum account size of $50 million but reserves the right, in its discretion, to impose a higher
minimum or to waive this minimum.
In addition to the management fee noted above, upon the expiration of an initial three-year term,
separately managed account Clients are charged a performance fee equal to: (i) 10% of the amount by
which the positive performance of the account exceeds an annualized, cumulative internal rate of return
of 10% during such performance period; and (ii) 20% of the amount by which the positive performance of
the account exceeds an annualized, cumulative internal rate of return of 20% during such performance
period (i.e., the incentive fee will crystallize at the end of the initial three-year period). Thereafter, the
performance fee will be charged upon the earlier of (a) the expiration of a subsequent three-year period
or (b) a withdrawal from the account.
Determination and payment of the performance fee is such that a partial withdrawal from the account
will result in the termination of the current performance period with respect to such partial withdrawal
and the determination of a performance fee at such time for such amount withdrawn. SailingStone has
the ability to negotiate and enter into a performance-based fee arrangement with eligible Clients meeting
the criteria as set forth under Rule 205-3 under the Investment Advisers Act of 1940, as amended or as
otherwise permitted under Section 205 of that Act.
The full fee schedule for the registered investment company for which SailingStone serves as a sub-adviser
is included in its prospectus and SAI, as updated from time to time.
A description of the fees paid by the GNR Fund is included in that vehicle’s Offering Documents and this
summary is qualified in its entirety by the description in the Offering Documents.
March 31, 2021 SailingStone Capital Partners LLC
As described elsewhere in this Brochure, we are subject to various conflicts of interest, particularly as a
result of our investment activities on behalf of multiple Clients and the nature of our compensation
arrangements with our Clients. The existence of these conflicts of interest could influence or provide
incentives to act contrary to our Clients’ best interests. This brochure contains information about how we
manage those conflicts.
B. Payment of Fees
With respect to the mutual fund to which SailingStone serves as a sub-adviser, asset-based advisory fees
payable by the mutual fund are accrued daily and paid monthly in arrears. With respect to the private
pooled investment fund to which SailingStone serves as the investment manager, the asset-based
management fee payable by the Fund is paid monthly in arrears and investors’ capital accounts in the
Fund are reduced accordingly. SailingStone bills separately managed account Clients quarterly in arrears.
A Client may opt to pay fees directly or to instruct its custodian to pay fees from the Client’s account.
SailingStone bills performance fees, if applicable, after the date of withdrawn account assets or at the
termination of the account.
C. Other Client Fees and Expenses
Clients with separately managed accounts engage their own custodians and are responsible for fees and
other charges associated with their custodians. These include brokerage commissions and any other costs
associated with the trading, maintenance, and operations of their accounts. Please see Item 12,
“Brokerage Practices,” for additional details. The GNR Fund (and therefore its investors) are responsible
for commissions, brokerage fees, clearing costs, exchange fees and fees charged by any third-party Fund
administrator. Please see the Fund’s Offering Documents for complete disclosure.
D. Advance Payment of Fees
Clients do not pay fees in advance. If a Client with a separately managed account terminates its advisory
contract with SailingStone before the end of the quarter, the quarterly fee is prorated based on the
number of days elapsed in that period prior to the termination.
E. Compensation and Commissions
Not applicable to SailingStone.
The foregoing discussion in Item 5 represents SailingStone’s basic compensation arrangements. The
advisory fees and performance fees described above are structured to comply with Rule 205-3 under
the Investment Advisers Act of 1940, as amended (the “Advisers Act”), unless such Rule is inapplicable
under Section 205 of the Advisers Act and applicable state laws. Fees and other compensation are
generally not negotiable and arrangements with any particular Client will vary, in SailingStone’s sole
discretion. Although SailingStone believes its fees are competitive, lower fees for comparable services
are available from other investment advisers.
March 31, 2021 SailingStone Capital Partners LLC