Item 5: Fees and Compensation
General
Tri Locum provides investment advisory services to each of the Funds pursuant to the
Governing Documents and Offering Documents, which set forth in detail the fee structure
relevant to each such Fund, as applicable. Tri Locum has the sole discretion to waive, reduce
or alter the fee structure, and therefore, Investors’ fee structures vary. In addition, Tri Locum
may occasionally enter into side letter arrangements with certain Investors which provide for
different or additional terms than those described below.
Tri Locum typically receives compensation from fees based on a percentage of assets under
management and incentive allocations.
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents and Governing Documents, applicable. A brief summary of such fees is provided
below.
Management Fee
Tri Locum receives an asset-based fee from (i) Investors in all of the Funds, with the exception
of the Sub-Advised Funds, in amounts set forth in the Funds’ Offering Documents; and (ii)
Sub-Advised Funds, in amounts set forth in the Sub-Advised Funds’ Governing Documents
(the “Management Fee”).
With respect to the Funds, other than the Sub-Advised Funds, the Management Fee is payable
quarterly in advance and based upon the beginning net asset value for such fiscal quarter. With
respect to the Sub-Advised Funds, the Management Fee is paid in accordance with the Sub-
Advised Funds’ Governing Documents. If a Sub-Advised Fund’s Governing Document is
terminated before the end of a billing period, unearned, pre-paid fees (prorated for the remaining
portion of the billing period) will be refunded directly to such Client or underlying Investor in
accordance with the termination/withdrawal terms of the Governing Document.
The Firm, in its sole discretion, may waive or modify the Management Fee for any Investor.
Separately Managed Accounts
SMAs will pay Tri Locum fees based on the contractual obligation within the executed IMA
between the Firm and a Client. These fees could be management fees or performance fees, as
negotiated directly with the Client. Currently, our SMA Client is charged a fee based on the
sum of value created since inception of the portfolio, multiplied by a pay-out rate that is
described in the relevant IMA, and reduced by all fees paid to Tri Locum since inception of the
Tri Locum Partners LP Form ADV Part 2A Brochure
portfolio. IMAs are negotiated between Clients and Tri Locum on a case-by-case basis and
could be substantially different than the current IMA’s terms and conditions.
Other Types of Fees or Expenses
Tri Locum is authorized to incur and pay in the name and on behalf of the Funds, other than the
Sub-Advised Funds, all expenses which they deem necessary or advisable. The Sub-Advised
Funds pay for expenses in accordance with their respective Governing Documents.
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 Funds, other than the Sub-Advised Funds, bear all other expenses, which include, without
limitation, the following expenses incurred by or allocable to the Funds:
(a) organizational and offering expenses;
(b) expenses associated with all investments and transactions considered, evaluated
and/or consummated by the Funds, as well as overall consideration and evaluation of
the Master Fund’s portfolio, including, without limitation, those expenses incurred
before the initial closing of the Tri Locum Healthcare 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, third-party research, data (including,
without limitation, market data, risk data, factor data, big data and alternative data),
analytics, modelling, risk, structuring, pricing, execution and other third-party
information systems, including, without limitation, installation and maintenance,
information technology hardware, software or other technology and service fees
incorporated into the cost of obtaining such research and market data services
(including, without limitation, the expenses with respect to data, data feeds,
subscriptions, expert networks, political intelligence providers and reports);
(c) the costs of research-related computer hardware and software expenses, including,
without limitation, Bloomberg terminals and subscriptions;
(d) the costs of Tri Locum’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 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, valuation, financial, legal and
other advisory fees and expenses;
(h) transaction fees, brokerage commissions, custodial fees, clearing and settlement
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