Item 5: Fees and Compensation
Management Fee
As an investment adviser to the Funds, as governed by the Offering Documents, Seven Six receives a
Management Fee generally equal to an annual rate of 1.25% to 1.5% depending on the class interests
of the Funds.
The Funds will pay Seven Six a Management Fee monthly in advance, equal to the applicable
Management Fee percentage of the net asset value of each capital account of each Investor as of such
date.
Seven Six or the General Partner may reduce, waive or calculate differently the management fee for
certain Investors, including but not limited to, employees, and/or designated persons that are affiliates
of Seven Six, without notice to, or consent from, the other Investors.
Organizational and Initial Offering Expenses and Restructuring Expenses
The Funds will pay or reimburse Seven Six, the General Partner and/or Seven Six affiliates for all
organizational and initial offering expenses of the Funds, including, but not limited to, legal and accounting
fees, printing and mailing expenses and government filing fees (including “blue sky” filing fees). For
accounting purposes, the Funds’ organizational and initial offering expenses have been capitalized and
are being amortized by the Funds for up to 60 months from the date the Fund commenced operations.
Amortization of such expenses is a divergence from U.S. generally accepted accounting principles
(“GAAP”). In certain circumstances, this divergence may result in a qualification of a Fund’s annual
audited financial statements. In such instances, a Fund may elect to: (i) avoid the qualification by
recognizing the unamortized expenses, or (ii) make GAAP-conforming changes for financial reporting
purposes, but capitalize and amortize expenses for purposes of calculating the Fund’s Net Asset Value
(resulting in a divergence in fiscal year-end Net Asset Values reported in the Fund’s financial statements,
and as otherwise applicable under the provisions of the Offering Documents). If a Fund is then
terminated within 60 months of its commencement, any relevant unamortized expenses will be
recognized. If an Investor makes a withdrawal prior to the end of the period during which the Fund is
capitalizing and amortizing expenses, the Fund may, but is not required to, accelerate a proportionate
share of the unamortized expenses based upon the amount being withdrawn and reduce withdrawal
proceeds accordingly. Seven Six or the General Partner may apply the foregoing amortization provisions
in its reasonable discretion.
In addition, for accounting purposes, a Fund may capitalize and amortize its expenses incurred in
connection with the conversion to the mini-master structure which was completed in 2022 (collectively,
the “Restructuring”), for a period of up to 60 months from the date that such Restructuring is
completed, and similar considerations with regard to audited financial statements and GAAP will apply.
Operating Expenses
The Funds will pay or reimburse Seven Six, the General Partner, and/or Seven Six affiliates for: (i) all
expenses incurred in connection with the ongoing offer and sale of Interests, including, but not limited
to, printing of the Offering Documents and exhibits, marketing expenses and documentation of
performance and the admission of the Investors, (ii) all operating expenses of the Funds, such as tax
preparation fees, governmental fees and taxes, any administration fees paid to the fund administrator
providing services to the Funds, costs of communications with Investors, and ongoing legal, accounting,
auditing, bookkeeping, consulting and other professional fees and expenses, (iii) all research, trading
and investment-related costs and expenses (e.g., brokerage commissions, research fees, margin
interest, expenses related to short sales, custodial fees, bank service fees, and clearing and settlement
charges) of the Funds, (iv) technology-related costs and expenses, including, but not limited to,
software licenses, data feeds and colocation expenses, (v) all expenses related to attending any
conference or seminar related to alternative investments (e.g., registration, transportation,
accommodation or meal expenses), (vi) regulatory and other filing fees and expenses, and compliance
Seven Six Capital Management, LLC Form ADV Part 2A
costs and expenses, including, but not limited to, all fees and expenses incurred by Seven Six and/or
its affiliates directly in connection with examinations by the SEC and other regulatory authorities that
are attributable to the Funds, as well as fees and expenses associated with the completion of regulatory
filings that are attributable to the Funds (including, without limitation, Form PF filings), (vii) travel
expenses related to meeting with management teams, or related to any of the other categories of
expenses set forth herein, (viii) any costs and expenses incurred by the Funds in connection with
converting from a fund in a master-feeder structure into a stand-alone fund, (ix) director and officer
liability insurance or other insurance premiums for any principal or employee of the Funds, Seven Six,
the General Partner, or any Seven Six affiliates, (x) all fees and other expenses incurred in connection
with the investigation, prosecution or defense of any claims, assertion of rights or pursuit of
remedies, by or against the Funds, including, without limitation, professional and other advisory
and consulting expenses, and (xi) any and all costs and expenses incurred in connection with the
dissolution, winding-up, or termination of one or more of the Funds.
Each of Seven Six, the General Partner, or any Seven Six affiliates, in its sole discretion, may from time
to time pay for any of the foregoing expenses of the Funds. Any such person may elect to be
reimbursed for such expenses, or to waive its right to reimbursement for any such expenses, as well
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