Item 5: 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 such fees is provided below.
Management Fee
Saraza is paid an investment management fee (“Onshore Management Fee”) for the Saraza
Fund LP, which is calculated for each Fiscal Year as a fixed annualized U.S. Dollar amount
based on a budget agreed upon between the Investment Manager and the General Partner
in advance of such Fiscal Year, and shall be payable in advance of each monthly period;
provided, that the Investment Manager may increase such fixed U.S. Dollar amount for such
Fiscal Year with the prior written consent of the General Partner.
Additionally, Saraza is paid an investment management fee (“Master Management Fee”) for
the Saraza Funds. The Master Management Fee is calculated on a quarterly basis as a U.S.
Dollar amount of 1% of net assets at the beginning of each fiscal quarter.
The Investment Manager, in its sole discretion, may waive or modify the Onshore or Master
Management Fee for any Investor.
Other Types of Fees or Expenses
Saraza is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Funds bear all expenses, which include, without limitation, the following expenses
incurred by or allocable to the Funds: (a) organizational and offering expenses; (b) expenses
associated with all investments and transactions considered, evaluated and/or consummated
by the Funds, including, without limitation, those expenses incurred before the initial closing
of the Funds, including, without limitation, expenses associated with sourcing, negotiating,
investigating, researching, financing and structuring of investments and potential
investments, whether or not consummated, including, without limitation, third-party
research, data, analytics, modeling, structuring, pricing, execution and other third-party
information systems, software and service fees (including, without limitation, the expenses
with respect to data feeds, subscriptions, expert networks, political intelligence providers, and
reports); (c) research-related computer hardware and software expenses, including, without
limitation, Bloomberg terminals; (d) the Funds’ pro rata share of the Firm’s order management
system, portfolio management system and any other software used for accounting and/or
monitoring of the portfolio; (e) expenses associated with holding, financing, monitoring,
hedging, maintaining and disposing of all investments of the Funds and all transaction and
other costs associated therewith; (f) travel and related expenses associated with investments
and potential investments; (g) professional fees associated with investments and potential
investments, including, without limitation, consulting, due diligence, accounting, valuation,
financial, legal, and other advisory fees and expenses; (h) transaction fees, brokerage
commissions, custodial fees, clearing and settlement charges and similar fees and expenses
associated with the acquisition, disposition and settling of investments and potential
investments; (i) expenses associated with legal and regulatory filings of the Funds (including,
without limitation, pursuant to Section 13 and 16 of the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”)) and the Funds’ pro rata portion of the expenses associated
with preparation of the Firm’s Form 13F, Form 13H and Form PF, and any other similar filing
in any other U.S. or non-U.S. jurisdiction; (j) administrative, custodial, appraisal, valuation,
legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated
with the Funds’ operations, investments and transactions, including, without limitation, fees
and expenses of the Funds’ administrator; (k) expenses incurred in connection with
responding to requests or inquiries from any U.S. federal, state, local or non-U.S.
governmental entity or authority, regulatory body or self-regulatory organization and all
extraordinary expenses; (l) broken-deal, failed transaction, break-up and similar fees, costs
and expenses, if any; (m) costs and expenses of leverage or any other borrowings of the Funds,
including, without limitation, interest charges and fees; (n) expenses incurred in the collection
of monies owed to the Funds, as applicable; (o) auditing and accounting expenses of the
Funds, including, without limitation, expenses associated with the preparation of financial
statements, tax returns and Schedules K-1 and the fees and expenses of the auditor; (p) any
entity level taxes, fees or other governmental charges on the Funds, including, without
limitation, any withholding taxes not due to the status or noncompliance of a particular
Investor; (q) costs and expenses associated with investor communications and reports and the
delivery thereof to investors; (r) the costs of service providers or software to measure or
monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk
metrics and/or positions; (s) costs and expenses associated with meetings of the Investors; (t)
insurance expenses; including, without limitation, directors’ and officers’ liability insurance,
general partner liability insurance, errors and omissions insurance and other policies, if any;
(u) costs and expenses (including, without limitation, entity-level taxes, fees or other
governmental charges) associated with the formation, organization and operation of any
subsidiary, special purpose vehicle, alternative investment vehicle, holding company, or
similar entity formed with respect to investments, credit facilities or other transactions
entered into for the benefit of the Funds; (v) wind-up, liquidation, termination and dissolution
expenses; (w) costs, fees and expenses related to registration, qualification and/or exemption
...