Item 5. Fees and Compensation
The Master Fund pays a management fee plus a profit allocation fee in accordance with the Fund
Documents. The information provided in this brochure regarding fees and expenses is not
intended to be complete or final and is qualified in its entirety by the Fund Documents. Investors
FORM ADV PART 2A | SERENITY CAPITAL LLC
should read and review the Fund Documents of the respective Funds to fully understand the types
of fees and expenses that are paid for by the Funds.
Management Fee and Profit Allocation
The Master Fund pays Serenity US a monthly management fee in arrears calculated at an annual
rate of 1.5% based on the net asset value of the Master Fund as of the last day of each calendar
month. The Master Fund also allocates to the holder of the management shares of the Master
Fund a profit allocation equal to an annual rate of 20% of the realized and unrealized appreciation
in the net asset value of the Master Fund subject to a high water mark. Profit allocation will be
calculated by reference to the net asset value of the Master Fund before deduction for any
accrued profit allocations, but after deduction of any other fees (including the management fee),
costs, expenses and other liabilities.
In its sole discretion, Serenity US may elect to reduce, waive or calculate differently the
management fee or profit allocation with respect to any investor. In particular, certain investors,
including early investors, pay a discounted management fee and profit allocation.
Redemption Charge
A redemption charge of up to 5% of the redemption proceeds for a redemption in Class A shares
is payable by a redeeming Class A shareholder, and imposed on any Class A shares redeemed
within the period of 12 months immediately following the expiration of certain lock-up period
applicable to Class A shares. The redemption charge is payable to the applicable Feeder Fund.
In its sole discretion, such Feeder Fund’s board of directors has the discretion to reduce or waive
the redemption charge.
Administration Fees
The Master Fund pays the Funds’ administrator a monthly fee, subject to a monthly minimum fee.
The Master Fund may also be charged for certain other out-of-pocket expenses, applicable data,
communication and technology-related charges, as well as additional remuneration incurred for
services outside the scope of services agreed in the administrative agreement as may be agreed
among the Funds and the administrator.
Audit Fees
The Funds will pay the auditor an annual service fee at the rates that are agreed from time to time
among the Funds and the auditor on normal commercial terms.
Subscription Fee
Each Feeder Fund’s board of directors may impose at any time a subscription fee of up to 3% of
the subscription monies, payable to such Feeder Fund, for subscription application that are
sourced through third-party intermediaries as they see fit. In the event a subscription fee is
imposed, it will be disclosed in the relevant subscription agreement.
FORM ADV PART 2A | SERENITY CAPITAL LLC
Directors Fees
The Funds may be charged certain directors fees. Directors of each Fund are entitled to
remuneration as approved by the relevant board on normal commercial terms. The directors may
also be paid all reasonable travelling, hotel and other related expenses properly incurred in
attending directors’ meetings, any committee of the board, any general meeting or any other
meeting held in connection with the business of the relevant Feeder Fund and the Master Fund.
Establishment Expenses
The Master Fund has paid expenses for the establishment of the Feeder Funds and the Master
Fund, including, without limitation: expenses relating to the establishment of the Feeder Funds
and the Master Fund in the Cayman Islands, the registration of the Feeder Funds and the Master
Fund as regulated mutual funds in the Cayman Islands, the negotiation and preparation of the
contracts to which the relevant Feeder Fund and/or the Master Fund are a party or parties, the
costs of preparing, translating and printing the PPMs, and the fees and expenses of its
professional advisers occurred in connection therewith.
Operating Expenses
In addition to the fees noted above, investors will indirectly bear the fees and expenses charged
to the Master Fund arising from the operation of the Master Fund and the Feeder Funds in
general, and will also be responsible for any fees and expenses incurred specifically by an
applicable Feeder Fund. Such fees and expenses including but not limited to: (i) the costs and
expenses of all transactions carried out by each Feeder Fund or on its behalf; (ii) the charges and
expenses of legal advisers and auditors; (iii) brokers’ commissions (if any), borrowing charges on
securities sold short and any issue or transfer taxes or stamp duties chargeable in connection
with any securities transactions: (iv) all taxes and corporate fees payable to governments or
agencies; (v) directors’ fees and expenses; (vi) interest on borrowings, including borrowings from
the prime broker/custodian; (vii) communication expenses with respect to investor services
including periodic investor meetings and all expenses of meetings of shareholders and of
preparing, printing and distributing financial and other reports, proxy forms, prospectuses and
similar documents; (viii) the cost of insurance (if any) for the benefit of the directors; (ix) specific
research and investment consultancy expenses; (x) litigation and indemnification expenses and
extraordinary expenses not incurred in the ordinary course of business; (xi) fees and expenses
relating to software systems, tools, programs, or other technology utilized in managing the Funds
(including third party software licensing, implementation, data management and recovery services
and custom development costs); (xii) the cost of obtaining and maintaining any future listing of
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