Fees and Compensation — Form ADV Part 2A (3/29/2019)
[Brochure]
Item 5. Fees and Compensation
Asset-Based Compensation
The Adviser is paid an asset-based investment management fee in an amount ranging from 1.5% to
1.75% per annum of the net assets of the particular client. The management fee is charged quarterly in
advance based on the net asset value of the client on the first day of the quarter. If an investor invests
during a quarter or makes an additional subscription during a quarter, the management fee will be
charged as of the effective date of such subscription based on the value of the assets as of the applicable
date and will be prorated for the number of days remaining in the quarter.
The Adviser may waive or modify the management fee for investors that are members, employees or
affiliates of the Adviser or Vernier Capital Partners GP, LLC, an affiliate of the Adviser (the “General
Partner”), relatives of such persons, and for certain large or strategic investors.
Performance-Based Compensation
The Adviser or its affiliate will be entitled to receive performance-based compensation, which is
compensation that is based on a share of net capital appreciation of a client’s assets. The rate of
performance-based compensation ranges from 15-20%. Performance-based compensation is subject to
a loss carryforward provision.
The Adviser may waive or modify the performance-based compensation for investors that are members,
employees or affiliates of the Adviser or the General Partner, relatives of such persons, and for certain large
or strategic investors.
The management fee and any performance-based compensation is deducted from the client by the
clients’ administrator pursuant to instructions from the Adviser.
In addition to paying the management fee and performance-based compensation, if any, clients will also
be subject to other expenses such as legal, compliance, administration, audit and accounting expenses;
investment expenses such as commissions; research fees and expenses; interest on margin accounts
and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees;
and client-related insurance costs.
Client assets may be invested in money market mutual funds, exchange-traded funds or other registered
investment companies. In these cases, the client will bear its pro rata share of the investment
management fee and other fees of the fund, which are in addition to the management fee paid to the
Adviser. Client assets are invested in a master-feeder structure. Accordingly, the feeder funds bear a
pro rata share of the expenses associated with the related master fund. In addition, as noted above,
clients will incur brokerage and other transaction costs. Please refer to Item 12 of this Brochure for a
discussion of the Adviser’s brokerage practices.
Account Minimums and Types of Clients — Form ADV Part 2A (3/29/2019)
[Brochure]
Item 7. Types of Clients
The Adviser’s clients consist of pooled investment vehicles. The minimum subscription amounts are
disclosed in each client’s offering memorandum.