Item 5 – Fees and Compensation
A. Management Fee
Fees payable by the Partnerships to Strategy Capital are negotiable and may vary by separate agreement
with particular Investors without the approval or notice to other Investors.
From the 2013 Partnership, Strategy Capital typically receives a management fee, as a percentage of each
Investor’s capital account, on the first business day of each quarter, payable in advance. The management
fee for the 2013 Partnership is generally 0.25% per quarter (approximately 1.00% per annum).
Strategy Capital will pro-rate the management fee for the 2013 Partnership for Investors that hold for less
than a full quarter or a full month, however, Investors will not receive a refund of the management fee if
they withdraw capital prior to the end of a quarter.
From the 2019 Partnership, Strategy Capital typically receives a management fee as a percentage of each
Investor’s capital account calculated separately for each Investor at 0.0833% (approximately 1.0% per
annum) as of the beginning of each month payable in advance and prorated as to Capital Contributions
made on a date other than the first day of a month.
From the 2023 Partnership, Strategy Capital does not receive a management fee.
From the Sub Advised Account, Strategy Capital is compensated by an asset-based management fee,
payable monthly in arrears and calculated as a percentage or rate on all assets comprising the portfolio,
which rate decreases as Strategy Capital’s assets under management, excluding Sub Advised Account
assets and assets of Strategy Capital and its affiliates (‘‘Total Manager Assets’’), increases. For purposes
of this calculation, ‘‘Sub Advised Account assets’’ means the daily average over the applicable period of
Sub Advised Account assets plus the assets of other funds advised by the Sub Advised Account sponsor
or its affiliates that are managed by Strategy Capital. The asset-based fee rate ranges from 0.75% per year
when Total Manager Assets is less than or equal to $100 million to a blended rate between 0.1875% and
0.10% per year when Total Manager Assets exceed $2 billion, with five total breakpoints.
Please consult the Client’s Constituent Documents for complete information regarding calculation and
payment of Strategy Capital compensation arrangements.
B. Expenses
Generally, each Partnership is responsible for its own operating expenses, including any fees, costs or
expense of the Partnership, Strategy Capital or its affiliates reasonably incur in connection with the
operation of the business and maintenance of such Partnership. Expenses include but are not limited to:
• expenditures made by or on behalf of the Partnerships (including amounts a Partnership’s General
Partner and its Affiliates advance) in connection with the Partnerships formation and organization;
• commissions and other transaction related compensation and charges arising out of transactions
involving Partnership assets, including costs and expenses associated with using a service
provider unaffiliated with a Partnership’s General Partner to provide an outsourced trading
function;
• interest on margin and other borrowings, interest and other borrowing charges on Investments
sold short, and custodial and bank service fees;
• costs directly related to research regarding Investments and potential Investments (including
travel in connection with such research and costs of third party analytical services);
• auditing, accounting, administration, bookkeeping, appraising, tax preparation, legal, and other
professional fees and costs, including fees and costs paid to a Partnership’s General Partner’s
counsel for services relating to the Partnership’s legal affairs (which include fees and costs
involved in documenting or negotiating special arrangements Investor or prospective Investor),
fees and costs in connection with lawsuits, arbitrations, and other controversies, fees of third party
administrators, and other costs and liabilities, as defined in the agreement) and costs incurred by
the Partnership’s Partnership Representative, in its capacity as such;
• costs incurred in connection with the offer and sale of Interests, including printing, copying, travel,
and travel-related costs associated with the preparation of the Partnership’s offering materials and
the offer and sale of Interests;
• costs arising out of licensing, governmental registration, and membership in self-regulatory
organizations of or by the Partnership and its affiliates (other than a Partnership’s General
Partner), and costs associated with regulatory and other filing and reporting requirements by or
related to the Partnership, including filings required of a Partnership’s General Partner and its
Affiliates as a result of their involvement in the management of or provision of services to the
Partnership (including Form PF);
• transfer, withholding, income, stamp, and other taxes and duties imposed on the Partnership or
Partners (subject to a Partner’s liability therefor pursuant to Section 7.7);
• costs of Partnership reporting, and costs related to Partner meetings and other Partnership
governance activities (including obtaining Partner Consents);
• the Partnership’s allocable share of the costs related to the operation and/or administration of any
collective investment vehicle (including a “master fund” or similar entity) in which the
Partnership holds an ownership interest;
• other Partnership costs related to the management and operation of the Partnership and/or the
purchase, sale, or transmittal of Investments and other Partnership assets, all as a Partnership’s
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