Item 5: Fees and Compensation
Our fees and compensation are described in the advisory contracts we enter into with the Funds, as
well as in the Funds’ Offering Documents. All of our Investors are “qualified purchasers” (as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended. A brief summary
of such fees is provided below. All fees are deducted from a Client’s assets. Persons reviewing this
Brochure should not construe this as an offering of the Funds described herein, which will only be
made pursuant to the delivery of Offering Documents to prospective investors.
Management Fee
Voyager is paid an investment management fee (“Management Fee”) based upon the net asset
value of the Investors in the Funds. The Management Fee is paid quarterly in advance, prorated
for subscriptions into or withdrawals and/or redemptions from the Funds, as applicable. The Firm,
in its sole discretion, may waive or modify the Management Fee for any Investor.
Incentive Allocation
We or our affiliates are entitled to receive an incentive allocation from the Funds on an annual
basis in arrears or upon withdrawals by Investors. Such incentive allocation is based upon the net
capital appreciation allocated to the Investors in the Funds. We have the right, without the consent
Voyager Global Management LP Form ADV Part 2A Brochure
of, or notice to, any Investor to reduce, waive or modify the incentive allocation with respect to any
Investor. For further information regarding the Firm’s incentive allocation, please see Item 6 below
as well as the Fund Offering Documents.
Other Types of Fees or Expenses
Voyager is authorized to incur and pay in the name and on behalf of the Funds all expenses that we
deem necessary or advisable.
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 will bear all of their organizational and offering expenses. Such organizational and
offering expenses will include, without limitation, all costs and expenses incurred in connection
with the Funds’ formation and the marketing, offering and sale of Fund 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 Funds and prior to the initial closing of the Funds.
Although U.S. generally accepted accounting principles (“GAAP”) require organizational
expenses to be expensed when incurred, the General Partner may, in its sole and absolute
discretion, amortize the organizational and offering expenses incurred by the Funds for up to a
sixty (60)-month period for financial reporting purposes and the calculation of net asset value.
The Funds will bear all of their operating expenses, and the Onshore Feeder and Offshore Feeder
will bear their pro rata share of the operating expenses of the Master Fund (collectively,
the “Fund Expenses”), including such costs incurred at or prior to the formation of the Funds and
prior to the closing of the Funds, which expenses will include, without limitation:
(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 Funds’ portfolio, including, without limitation, those expenses
incurred before the initial closing of the Voyager Funds (the “Initial Closing”), 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, modelling, risk, structuring, pricing, execution and other third-party
information systems, including, without limitation, installation and maintenance, software and
service fees (including, without limitation, the expenses with respect to data, data feeds,
subscriptions, expert networks, political intelligence providers and reports); provided, that any
costs and expenses described in this clause (b) and explicitly excluded as Fund Expenses in clauses
(c), (d) and (f) below will not be Fund Expenses; (c) the costs of research-related computer
hardware and software expenses, including, without limitation, market information systems, as
well as the costs of research- management systems and corporate access tracking systems;
provided, that the costs of Bloomberg terminals will not be Fund 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; provided, that the pro rata portion of
the Firm’s order management system(s) attributable to accounting will not be a Fund Expense; (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, including,
without limitation, expenses associated with proxy research and voting services; (f) travel and
Voyager Global Management LP Form ADV Part 2A Brochure
related expenses associated with investments and potential investments; provided, that any non-
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