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
S&T is paid an investment management fee (“Management Fee”) for each fiscal quarter equal
to a quarter of the result of the applicable Management Fee Rate multiplied by the balance of
each Capital Account of an Investor as of the beginning of such fiscal quarter (before taking
into account the estimated accrued Incentive Allocation, if any). The Fund calculates and pays
the Management Fee in advance but will amortize the Management Fee monthly over the fiscal
quarter for which such Management Fee is paid. The Management Fee ranges from 1.1% to
1.5%. The Investment Manager, in its sole discretion, may waive or modify the Management
Fee for any Investor.
Fund Expenses
The Fund bears its own expenses and its pro rata share of the Master Fund’s expenses and any
trading vehicle’s expenses, including the following: (i)(i) the Management Fee; (ii)(i) expenses
related to the research, due diligence and monitoring of actual and prospective investments
(whether or not consummated) and the consummation of investments, including the following:
third-party investment sourcing fees; fees and expenses related to obtaining research and market
data (including any information technology hardware, software or other technology
incorporated into the cost of obtaining such research and market data, and expenses related to
obtaining, processing and analyzing “big data” or “alternative data”); due diligence expenses
including consulting and appraisal fees; travel expenses; brokerage and prime brokerage and
futures commission merchant fees, commissions and expenses (including fees, commissions
and expenses paid or reimbursed to an outsourced trader); expenses relating to short sales;
clearing and settlement charges; custodial fees and expenses; bank service fees; interest
expenses and fees related to financings or refinancings; fees and expenses of proxy research
and voting services; and fees and expenses of third-party professionals, including consultants,
investment bankers, attorneys and accountants; (iii)(i) organizational and reorganizational
expenses; and (iv)(i) operational expenses, including the following: fees and expenses relating
to information technology hardware, software or other technology (including costs of software
licensing, implementation, data management and recovery services and custom development)
used to research investments, evaluate and manage risk, facilitate valuations, facilitate
accounting functions, facilitate compliance with the rules of any self-regulatory organization or
applicable law (including reporting obligations), facilitate and manage the order execution of
Securities by the Master Fund or any trading vehicle or otherwise manage the Fund, the Master
Fund or any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk
management systems and order management systems; fees and expenses of third-party risk
management products, models and services; third-party administrative fees and expenses; fees
and expenses of third-party professionals, including consultants, valuation service providers,
attorneys and accountants; the costs of any litigation or investigation involving activities of the
Fund, the Master Fund or any trading vehicle; third-party audit and tax preparation expenses;
insurance expenses, including premiums for cybersecurity insurance and liability insurance
covering the Fund general partner (the “General Partner”), the Investment Manager and the
members, partners, officers, employees and agents of any of them, each member of the Master
Fund Board of Directors; fees and expenses (including director registration fees) of the Master
Fund’s and any trading vehicle’s directors and officers (including any AML Officers); costs of
preparing and distributing reports and notices; taxes; expenses incurred in connection with
negotiating and complying with provisions of any Side Letter Agreement; fees and expenses
related to compliance with the rules of any self-regulatory organization or applicable law in
Science & Technology Partners, L.P. Form ADV Part 2A Brochure
connection with the activities of the Fund, the Master Fund or any trading vehicle, including
any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and
expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings,
Section 16 filings and other similar regulatory filings); expenses incurred in connection with
the offering and sale of the Interests and other similar expenses related to the Fund (excluding
fees payable to any placement agent); extraordinary expenses, including the following:
indemnification expenses; fees and expenses incurred in connection with any tax audit by any
taxing authority, including any related administrative settlement and judicial review; and fees
and expenses incurred in connection with the reorganization, dissolution, winding up or
termination of the Fund, the Master Fund or any trading vehicle.
Notwithstanding the foregoing, to the extent the provisions of the U.S. Investment Advisers
Act of 1940, as amended (the “Advisers Act”) known collectively as the “private fund advisers
rule” (the “PFAR”) prohibit the Fund or the Master Fund from bearing costs and expenses
associated with an investigation of the Investment Manager or its related persons by any
governmental or regulatory authority then, unless the Investment Manager requests and obtains
the requisite consent of the Investor, the Investment Manager (and not the Fund) will bear all
such costs and expenses.
Generally, all expenses borne by the Fund, other than the Management Fee and any expenses
that the General Partner determines should be allocated to a particular Investor or Investors
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