Item 5 – Fees and Compensation
Warberg’s management fees, carried interest allocations, performances fees and other
compensation payable to Warberg are established at the time of the creation of the relevant
investment vehicle and are negotiated with participating investors prior to making their
investment. Once the relevant Fund has been established and commenced operations, such
compensation and expenses are generally not negotiable, although from time to time, Warberg
will enter into side letter agreements or other arrangements with specific investors in its Funds
whereby such investors receive a reduction of fees or compensation otherwise payable. Any
such change with respect to certain limited partners does not entitle any other limited partner
to a similar change in terms.
A. Funds
WF Funds’ Management Fees
In consideration for the investment management services provided to the WF Funds, limited
partners pay Warberg a management fee based on each limited partner’s capital commitment
less distributions to the WF Funds. Warberg charges an annual management fee of 1%,
payable quarterly (pro-rated for periods of less than a quarter) in advance at the beginning of
each quarter.
The limited partners in the WF Funds bear all costs and expenses related to the WF Funds’
investments and operations, including, without limitation, all organizational and offering
expenses (excluding placement fees, if any), expenses directly or indirectly attributable to any
investment made by the WF Funds, and all other expenses of the WF Funds incurred in
connection with the ongoing operation and administration of the WF Funds, including,
without limitation: maintaining the WF Funds’ books and records; auditing expenses;
preparing and delivering to the limited partners wire transfers, financial reports and other
information; annual or other meetings; advisory board expenses; dissolving and liquidating the
WF Funds; indemnification obligations; the management fee; the administrator’s fees and
expenses; and borrowing costs.
Warberg CA Fund LP Management Fees
In consideration for the investment management services provided to the Warberg CA Fund
LP (“Warberg CA Fund”), limited partners pay Warberg a management fee based on each
limited partner’s net asset value (based on realized and unrealized gains and losses in the
account). Warberg charges an annual management fee of 1.25% for the investors who
invested up until September 30, 2016 (Founder’s Class) and 1.5% for investors who invested
after September 30, 2016 (Class A). This fee is payable monthly in arrears, based on the value
of the Warberg CA Fund as of the last day of the current month.
The limited partners in the Warberg CA Fund, bear all costs and expenses related to the
Warberg CA Fund’s investments and operations, including, without limitation, all
organizational and offering expenses (excluding placement fees, if any), expenses directly or
indirectly attributable to any investment made by the Warberg CA Fund, and all other expenses
of the Warberg CA Fund incurred in connection with the ongoing operation and
administration of the Warberg CA Fund, including, without limitation: maintaining the
Warberg CA Fund’s books and records; auditing expenses; preparing and delivering to the
limited partners wire transfers, financial reports and other information; annual or other
meetings; advisory board expenses; dissolving and liquidating the Warberg CA Fund;
indemnification obligations; the management fee; the administrator’s fees and expenses; and
borrowing costs.
Warberg SPAC Fund LP Management Fees
In consideration for the investment management services provided to the Warberg SPAC
Fund LP (“Warberg SPAC Fund”), limited partners pay Warberg a management fee based on
each limited partner’s net asset value (based on realized and unrealized gains and losses in the
account). Warberg charges an annual management fee of .625%. This fee is payable monthly
in arrears, based on the value of the Warberg SPAC as of the last day of the current month.
The limited partners in the Warberg SPAC Fund, bear all costs and expenses related to the
Warberg SPAC Fund’s investments and operations, including, without limitation, all
organizational and offering expenses (excluding placement fees, if any), expenses directly or
indirectly attributable to any investment made by the Warberg SPAC Fund, and all other
expenses of the Warberg SPAC Fund incurred in connection with the ongoing operation and
administration of the Warberg SPAC Fund, including, without limitation: maintaining the
Warberg SPAC Fund’s books and records; auditing expenses; preparing and delivering to the
limited partners wire transfers, financial reports and other information; annual or other
meetings; advisory board expenses; dissolving and liquidating the Warberg SPAC Fund;
indemnification obligations; the management fee; the administrator’s fees and expenses; and
borrowing costs.
Warberg Special Situations Fund LP
In consideration for the investment management services provided to the Warberg Special
Situations Fund LP, (“Warberg Special Situations Fund”) limited partners pay Warberg a
management fee based on each limited partner’s net asset value (based on realized and
unrealized gains and losses in the account). Warberg charges an annual management fee of
1.25%. This fee is payable monthly in arrears, based on the value of the Warberg Special
Situations Fund as of the last day of the current month.
The limited partners in the Warberg Special Situations Fund, bear all costs and expenses
related to the Warberg Special Situations Fund’s investments and operations, including,
without limitation, all organizational and offering expenses (excluding placement fees, if any),
expenses directly or indirectly attributable to any investment made by the Warberg Special
Situations Fund, and all other expenses of the Warberg Special Situations Fund incurred in
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