Item 5. Fees and Compensation
The Firm’s fees and compensation will be described in each Client’s Governing Documents, but in general,
the Firm charges a management fee as well as an incentive allocation to the Tc43 Funds.
The Firm’s management fee is paid from each Tc43 Fund quarterly in advance, prorated for intra-quarter
withdrawals or subscriptions, if any. Once paid, the management fee may be refundable on a pro rata basis
for any redemption by an investor that is effective other than as of the last day of a quarter. The Firm deducts
management fees from each Tc43 Fund it manages. The details of the fees will be calculated and payable
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in accordance with its applicable Governing Documents. The basic fee schedule includes an annual fixed
schedule generally equal to 2% of the applicable investor’s net asset value and/or an annual performance
based allocation of 20% of net profits. The Firm, in its own discretion, may waive or modify the fees
payable with respect to any Fund investor.
Tc43 GP will receive an incentive allocation from the Tc43 Funds, as further described in Item 6 –
Performance-Based Fees and Side-By-Side Management.
In respect of certain Other Client Accounts, the Firm receives licensing fees which are economically similar
to management fees and performance-based fees.
In addition to the fees referred to above, Clients of the Firm may also incur other fees including, but not
limited to, custody, brokerage, and other transactional fees.
Clients are expected to bear some or all of their own operating expenses, including, without limitation: all
costs and expenses incurred in connection with the applicable Fund’s formation and offering and sale of
the applicable Fund’s interests, including, but not limited to, legal and accounting fees and expenses,
registration fees, filing fees and all costs and expenses incurred in connection with the preparation of
offering and organizational documents, marketing and similar materials, and drafting and negotiating
contracts with service providers at or prior to the formation of the applicable Fund and prior to the initial
closing of the applicable Fund. More details will be described in the Governing Documents.
The Tc43 Funds managed by the Firm are also be expected to bear their pro rata share of operating expenses,
which include, without limitation: (a) organizational and offering expenses; (b) expenses associated with
all investments and transactions considered, evaluated and/or consummated, including, without limitation,
those expenses incurred before the initial closing of the Tc43 Funds, including, without limitation, expenses
associated with sourcing, negotiating, investigating, researching, financing and structuring of investments
and potential investments, whether or not consummated, including, without limitation, data and research
onboarding, ingestion, aggregation and analysis and third-party research, data, analytics, modeling, risk,
structuring, pricing, execution and other third-party information systems; (c) the costs of research-related
computer hardware and software expenses and third-party “Cloud” provider or other remote or third-party
computation expenses; (d) the costs of the Firm’s portfolio management system and any other software
used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating
to, among other things, trading and order management systems and services; (e) expenses associated with
holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Tc43 Funds
and all transaction and other costs associated therewith; (f) travel and related expenses associated with
investments and potential investments; (g) professional fees associated with investments and potential
investments, including, without limitation, consulting, due diligence, accounting/financial, valuation,
financial, legal and other advisory fees and expenses; (h) transaction fees, brokerage commissions, custodial
fees, clearing and settlement charges and similar fees and expenses associated with the acquisition,
disposition and settling of investments and potential investments; (i) expenses associated with legal and
regulatory filings of the Tc43 Funds; (j) registered office, administrative, custodial, appraisal, valuation,
legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Tc43
Funds’ operations, investments and transactions, including, without limitation, preparation of financial
statements, tax returns and the fees and expenses of the auditor and fees and expenses of the Fund
administrator and fees of any service provider engaged to verify the work of the Fund administrator or
regulatory matters; (k) expenses incurred in connection with responding to requests or inquiries from any
U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self- regulatory
organization with respect to the Tc43 Funds; (l) broken-deal, failed transaction, break-up and similar fees,
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costs and expenses (if any); (m) costs and expenses of leverage or any other borrowings of the Tc43 Funds;
(n) expenses incurred in the collection of monies owed to the Tc43 Funds, as applicable; (o) auditing and
accounting expenses of the Tc43 Funds; (p) any entity-level taxes, fees or other governmental charges on
the Tc43 Funds, including, without limitation, any withholding taxes not due to the status or noncompliance
of a particular investor; (q) costs and expenses associated with investor communications, Fund
securityholder meetings, and reports and the delivery thereof to investors; (r) the costs of service providers
...