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
StoneHawk is paid an investment management fee (“Management Fee”) per annum of the
net asset value of the Funds.
The Fee is 1.5%, per annum.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any Investor.
Other Types of Fees or Expenses
StoneHawk is authorized to incur and pay in the name and on behalf of the Funds expenses
which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
The Master Fund will bear, or reimburse the Investment Manager and/or the General Partner
for advancing, its own expenses, those of the Fund and the Domestic Feeder (collectively with
the Fund and the Master Fund, the “Funds”) and certain expenses of the Investment Manager,
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; fees and expenses of and related to obtaining research and market
data (including, without limitation, data subscriptions (such as Bloomberg) and any
information technology hardware, software 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
(including first and business class fares); 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; and fees and expenses of third‐party professionals, including,
without limitation, consultants, investment bankers, attorneys and accountants; (ii)
organizational and offering fees and expenses, including, without limitation, the preparation
and amendment of this Memorandum, the Articles, the Master Fund Partnership Agreement,
the Investment Management Agreement and the Funds’ Subscription Agreements; fees and
expenses of the Investment Manager incurred in connection with “world sky” matters and
private placement regimes, including the European Alternative Investment Fund Managers
Directive, and Form D and blue sky and similar fees and expenses; expenses incurred in
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connection with negotiating, documenting and complying with provisions of any side letter
agreement with investors; (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
marketing, facilitate compliance with the rules of any self‐regulatory organization or
applicable law (including, without limitation, reporting obligations and obligations arising
from laws and regulations applicable to the Investment Manager) in connection with the
activities of the Funds, and facilitate and manage the execution of securities or otherwise
manage the Funds (including, in each case, Bloomberg terminals, 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 (as defined below) and any middle office 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; the Funds’ allocable share of insurance expenses,
including, without limitation, premiums for liability insurance (including directors and officers
liability insurance, errors and omission insurance, and cybersecurity insurance and liability
insurance covering the Funds, the General Partner, the Investment Manager and the
members, partners, officers, employees and agents of any of them, and each member of the
Governance Committees (in each case, even if such insurance covers conduct for which
indemnity would not be available from the Funds); fees and expenses associated with
meetings of the Shareholders, the members of the Governance Committees and/or the
Directors, including, without limitation, expenses related to the organization and conduct of
such meetings (including, without limitation, travel (including first and business class fares),
lodging and meal‐related expenses); Director fees (including registration fees); fees and
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