ITEM 5. FEES AND COMPENSATION
A. The specific terms of Vision One’s fees and compensation arrangements with respect to
the Funds are set forth in each of the Fund’s Offering Documents. The Firm generally
charges an annual management fee (the “Management Fee”) which ranges from 1% -
1.25% annually, depending on the particular class of limited partnership interests of a
Fund held by an Investor. Vision One may, in its sole discretion, reduce, waive, or rebate
the Management Fee with respect to any Investors including, without limitation,
Investors that are affiliated persons of the Firm.
Along with the Management Fee, Investors are generally subject to a performance-
based profit allocation of 15% - 17.5%, based on the realized and unrealized income and gains
of the Master Fund during each fiscal year with respect of certain classes of limited
partnership interests of the Funds, and subject to the Master Fund’s gains exceeding a
benchmark return rate based on the price return of the S&P Midcap 400 Index (USD),
as represented by the price return of the iShares Core S&P Core S&P Mid-Cap ETF (NYSE:
IJH) (the “Performance Allocation”). The Performance Allocation is due to the General
Partner, who has the sole discretion to reduce, waive, or rebate Performance Allocation with
respect to any Investors including, without limitation, Investors that are affiliated
persons of Vision One.
Each Advisory Account has fee and compensation terms negotiated for its individual
circumstances, which may include performance-based fees and responsibility for certain
expenses, as agreed between the client and Vision One.
From time to time, Vision One and/or one of its supervised persons may receive compensation
or other benefits from companies for participating on the board of directors or other
committees.
B. Vision One generally deducts the Management Fee from the Clients’ accounts
quarterly in advance, as further disclosed in each Fund’s Offering Documents and,
with respect to Advisory Accounts, in the applicable Investment Management
Agreement or Investment Management Agreement.
In addition to the Management Fee and Performance Allocation described above, the Clients,
as applicable, are responsible for all of their respective initial organizational and offering
expenses. Also, subject to an expense cap that is fully defined in the Offering Documents, each
Fund is responsible for all of the costs and expenses associated with its operations including,
without limitation, (i) brokerage fees and commissions and other transaction costs and
investment-related expenses incurred in connection with investment and trading activities,
including research expenses and the costs of any independent accountants or other experts or
consultants engaged by the Firm in connection with specific investments; (ii) custody charges
and borrowing costs (including with respect to the payment of withdrawal proceeds); (iii) any
interest, fees (including commitment fees), and costs of Fund-related borrowings (including
borrowings related to positions held on margin); (iv) expenses and filing fees related to the
ongoing offering of Fund interests; (v) routine operational costs such as printing and
duplication expenses, legal, accounting, director services (including, but not limited to, the
services of the Governance Committee external members), bookkeeping, recordkeeping,
licensing fees and related support expenses for order and execution management systems,
treasury systems and/or risk management systems, shadow-book accounting expenses,
including licensing fees and expenses of managed services, auditing, consulting and other
professional expenses, administration (including the costs and expenses of the Fund
administrator, including additional fees for ancillary services), clerical and tax preparation
expenses; (vi) its pro rata portion of any E&O, D&O, cyber or any other form of insurance
related to the Fund and its management and operations; (vii) exchange, board of trade, or other
trading or execution facility membership or participation expenses; (viii) market data, price
quote data, and other data, including, but not limited to, research data and alternate data,
newswire and data processing expenses, cloud computing and cloud data storage fees and
expenses, and connectivity charges; (ix) fees and costs payable in connection with preparing
and mailing reports to investors; (x) compliance related expenses and fees and expenses
associated with preparing and submitting regulatory filings (e.g., expenses relating to the
preparation and filing of the Firm’s SEC Form PF and the expenses relating to the Firm’s
registration as an alternative investment fund manager for purposes of and as defined in
Directive 2011/61/EU of the European Parliament and of the Council of June 8, 2011 on
Alternative Investment Fund Managers (AIFMD)); (xi) all other ordinary and out-of-pocket
expenses of the Fund; (xii) all taxes (if any) imposed on the Fund (or that the Fund is required
to withhold or pay with respect to any of its Investors) and fees payable to governments or
agencies; (xiii) Cayman Islands annual registration fees, if applicable; and (xiv) other than as
prohibited by ERISA, extraordinary expenses (e.g., litigation costs (including expenses
incurred in connection with any settlement related to a portfolio investment), indemnification
obligations (including indemnification of the Governance Committee members and any other
person indemnified under the Offering Documents or any other agreements that the Funds are
party to), expenses of registering the Funds with any governmental agency under the
requirements of any applicable law, and costs incurred in connection with a reorganization or
restructuring of the Fund), if any. As investors in the Master Fund, each of the Domestic Feeder
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