Item 5 – Fees and Compensation
Incentive Allocation
We will share in the increase in the net assets of the Fund in accordance with our
proportionate share of the Fund’s capital. Additionally, 10% of the increase (including
realized and unrealized appreciation), if any, allocated to each beneficial owner’s Fund
capital account as of the end of each calendar year (or where applicable upon capital
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withdrawn from the Fund on a date other than the end of a calendar year), will be
deducted from each beneficial owner’s capital account and allocated to the capital account
of White Bison Capital, LLC. If the net asset value of a beneficial owner’s capital account
decreases in any calendar year (or partial period, where applicable in connection with
capital withdrawals), no incentive allocation will be made until the loss has been recouped.
Please see the Confidential Private Placement Memorandum for White Bison I for further
details regarding the calculation of our fees for the Fund.
Separately managed accounts will be charged an incentive allocation; payment terms and
share percentages will be negotiated on a case-by-case basis.
Management Fees
As compensation for our services in managing the Fund, each month we will receive a
monthly management fee in arrears in an amount equal to one-twelfth of 1.0% of the
aggregate balance of each beneficial owner’s capital account (prorated for partial periods).
We will receive management fees from the SMAs as individually negotiated with the
account owner(s) and set out in their respective investment management agreements.
Fee Payment
For the Fund we will receive payment for our incentive allocation and management fees
by deducting them directly from the Fund.
Additional Fees and Expenses
On an ongoing basis, the Fund will bear transaction (e.g., brokerage commission),
administrative, custody, legal (including blue sky compliance for transactions, whether
consummated or not), tax preparation, accounting and audit expenses; insurance
expenses of the Fund, sponsor and us; the costs of due diligence with respect to making
and monitoring investments (whether consummated or not); and any expenses for
services that the beneficial owners require us to obtain. More information regarding these
additional fees and expenses is contained in the Fund offering documents.
For each SMA, White Bison Capital, LLC will typically pay its own organizational,
operational, and business expenses, including, but not limited to , its rent, salaries of its
employees, utilities, and any travel and related expenses incurred in connection with its
performance of services under the SMA. Each SMA will generally pay their respective
organizational, operational, and business expenses, as well as (a) brokerage commissions
and other costs in connection with the purchase or sale of securities or other investment
instruments; and (b) custodian fees and expenses associated with the SMA.
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We do not have any person associated with us who receives (directly or indirectly) any
compensation from the sale of securities or investments that are purchased or sold in the
Fund or SMAs. We are a “fee only” investment adviser. We are not aware of any conflicts
of interest that relate to any additional compensation from you or your assets that we
manage.