Item 5: Fees and Compensation
Seven Fleet’s fees and compensation are described in each Feeder Fund’s Offering Documents and/or the
investment management agreements Seven Fleet enters into with the Other Accounts, as applicable. All
of Seven Fleet’s current Other Accounts and the investors in the Feeder Funds are “qualified purchasers”
as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”).
Management fees to Seven Fleet are generally paid quarterly in advance from the Master Fund and the
management fees will be pro-rated for subscriptions to the Feeder Funds made other than the first day of
a calendar quarter. Management Fees are generally non-refundable, except in the case of a mid-quarter
liquidation of the Funds or compulsory redemption. The General Partner generally receives performance-
based allocations from the Master Fund on an annual basis in arrears and upon redemptions and
withdrawals by Investors.
Management fees, performance-based compensation and/or expenses may be reduced, rebated,
discounted or waived in certain circumstances, including, without limitation, with respect to investments
in the Feeder Funds by Seven Fleet’s personnel and/or other related persons.
The Other Accounts have management fees and performance-based compensation that differ in one or
more respects from those applicable to Investors in the Funds since they are negotiated on a case-by-case
basis. However, performance fees are generally paid on an annual basis and upon the withdrawal of capital.
Other Fees and Expenses
Subject to an expense cap, the Master Fund will bear, or reimburse Seven Fleet and/or the General Partner
for advancing the expenses of the Funds, including, without limitation, the following: (i) expenses related
to the research, execution and monitoring of actual and prospective investments (whether or not
consummated) and the consummation of investments, including, without limitation, the following: third-
party investment sourcing fees; consulting fees; expert fees; fees and expenses of and related to obtaining
research, analytics and market data (including, without limitation, third-party data sources and any
information technology hardware, software and data subscriptions (such as Bloomberg and FactSet) or
other technology incorporated into the cost of obtaining such research and market data); due diligence
expenses including, without limitation, consulting and appraisal fees; investment- and research-related
travel expenses consistent with Seven Fleet’s travel policy; any outsourced trading provider fees;
brokerage and prime brokerage fees, commissions and expenses (including the costs of negotiating,
documenting and/or amending agreements with prime brokers, ISDAs and other agreements with trading
and financing counterparties); expenses relating to borrowing securities to be sold short; clearing and
settlement charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing
costs; fees and expenses of proxy research and voting services; broken deal expenses; fees and expenses
14360370.5
Seven Fleet Capital, LP Form ADV Part 2A
of third-party professionals, including, without limitation, consultants, investment bankers, attorneys,
accountants and service providers who, in each case, provide services to the Funds or provide services to
Seven Fleet, the General Partner or the Principal (on matters that would not have arisen but for their
respective advisory relationships with the Funds); and expenses relating to engagement with a company
irrespective of the outcome of such engagement, such as shareholder and management communication,
soliciting proxies, hiring proxy advisory consultants, hosting shareholder forums, hiring public relations
consultants and proposing or nominating directors or executives, including sourcing, recruiting, standby
and indemnification and other expenses, regardless of whether the nomination is successful; (ii)
organizational fees and expenses and fees and expenses incurred in connection with the offering and sale
of interests in the Funds; (iii) operational expenses, including, without limitation, the following: fees and
expenses relating to information technology hardware, software or other technology (including, without
limitation, 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, without limitation, reporting obligations) in connection with the activities of the
Funds, and facilitate and manage the order execution of securities or otherwise manage the Funds (such
as portfolio management systems and order management systems); fees and expenses of third-party risk
management products, models and services; third-party administrative fees and expenses, including fees
and expenses of the administrator and any middle and/or back office service provider; fees and expenses
of third-party professionals, including, without limitation, consultants, valuation service providers,
attorneys, accountants and tax preparers; third-party audit and tax preparation expenses; insurance
expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance
(including directors and officers liability insurance and errors and omission insurance) covering the Funds,
the General Partner, Seven Fleet and the principals, directors, officers, employees, managers, partners,
members, affiliates or agents of any of the foregoing; fees and expenses associated with director and
governance committee meetings and meetings of the Investors as a whole; costs of preparing and
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