Item 5 - Fees and Compensation
TenCore’s compensation for the investment advisory services it provides to the Funds is comprised of an
asset-based management fee and an incentive allocation. A brief summary of fees and expenses for each of
the Funds is provided below. It is critical that investors and prospective investors refer to the Governing
Documents of the funds for a complete understanding of how TenCore is compensated for advisory services
and what organizational and operational expenses are charged to the funds and ultimately borne by
investors. Investors and prospective investors are advised that they should consult with their own legal,
financial, tax, and other advisers when making any investment decision.
Management Fees
TenCore Master-Feeder
TenCore receives its contractually agreed upon management fee from the TenCore Master-Feeder on a
quarterly basis. The management fee is calculated and paid to TenCore in advance but amortized monthly
over the quarter for which it is being paid. Such fees are deducted from client accounts directly.
Each share class within the TenCore Master-Feeder Fund has its own fee structure, which is tiered based
on AUM. The fee tiers range from 0.25% to 1.00%. Management fee tiers are described in detail in the
Governing Documents of the TenCore Master-Feeder Fund.
In the sole discretion of TenCore, the Management Fee may be waived, reduced or calculated differently
with respect to the series of Shares of any Investor, including Founders Shares and any TenCore-Related
Investor.
TenCore II
TenCore II will pay to TenCore a Management Fee of 1.00% annually. TenCore II will calculate and pay
the Management Fee in advance but will amortize the Management Fee monthly over the fiscal quarter for
which the Management Fee is paid. Such fees are deducted from client accounts directly. In the sole
discretion of TenCore, the Management Fee may be waived, reduced or calculated differently with respect
to the Capital Account of any Investor, including any TenCore-Related Investor. TenCore’s Capital
Account will not be debited with any Management Fee.
Incentive Allocation
TenCore Master-Feeder
Generally, at the end of each Fiscal Year, the Master Fund will reallocate from the net asset value of each
series of Master Fund Shares to the net asset value of the Class M Shares an amount equal to 17.5% for a
series of Master Fund Shares corresponding to Founders Shares, 17.5% for a series of Master Fund Shares
corresponding to Class A Shares, 15% for a series of Master Fund Shares corresponding to Class B3 Shares,
15% for a series of Master Fund Shares corresponding to Class B4 Shares, and 10% for a series of Master
Fund Shares corresponding to Class C Shares. In the sole discretion of TenCore, the Incentive Allocation
may be waived, reduced or calculated differently with respect to the series of Master Fund Shares
corresponding to the series of Shares of any Investor, including any TenCore-Related Investor. To facilitate
any such waiver, reduction or different calculation, the TenCore Master-Feeder Funds may issue Shares of
a separate Class, series or sub-series.
TenCore II
TenCore Partners, LP Form ADV Part 2A Brochure
Generally, at the end of each Fiscal Year, TenCore II will reallocate from the Capital Account of each
Investor to the Capital Account of the General Partner an amount equal to 20% for Class A Interests and
17.5% for Founders Class Interests.
In the sole discretion of the General Partner, the Incentive Allocation may be waived, reduced or calculated
differently with respect to the Capital Account of any Investor, including Founders Shares and any
TenCore-Related Investor.
Expenses
Each Fund will bear its own expenses and its pro rata share of the Master Fund’s expenses and any trading
vehicle’s expenses, including the following:
(i) the Management Fee;
(ii) expenses related to the research, due diligence and monitoring of actual and prospective
investments of the Funds (whether or not consummated), including the following: third-party fees
and expenses related to obtaining consulting, legal, research and data services; third-party fees and
expenses of proxy research and voting services; and expenses related to obtaining, processing and
analyzing “big data” or “alternative data”;
(iii) transaction costs of the Funds including brokerage, prime brokerage and futures commission
merchant fees, commissions and expenses; expenses relating to short sales; clearing and settlement
charges; custodial fees and expenses; bank service fees; interest expenses and fees related to
financings or refinancings;
(iv) organizational and reorganizational expenses; and
(v) operational expenses, including the following: fees and expenses relating to third-party
administrative fees and expenses; fees and expenses of third-party professionals, including
consultants, valuation service providers, attorneys and accountants; the costs of any litigation or
investigation involving activities of each Fund or any trading vehicle; third-party audit and tax
preparation expenses; insurance expenses, including premiums for cybersecurity insurance and
liability insurance covering TenCore and its members, partners, officers, employees and agents,
and each member of the Board of Directors and Master Fund Board of Directors; fees and expenses
(including director registration fees) of the Funds’ and any trading vehicle’s directors and officers
(including any AML Officers); costs of preparing and distributing reports and notices; taxes;
expenses incurred in connection with negotiating and complying with provisions of any Side Letter
Agreement; fees and expenses related to compliance with the rules of any self-regulatory
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