Night Squared

Not included above

• • The Funds each bear transaction fees and costs in connection with investing and trading, including brokerage commissions (including options and futures trades), outsourced trading fees, spreads, mark-ups on securities, swaps and forwards, short borrowings and dividends, currency and other hedging costs, interest expenses in respect of margin accounts, repurchase agreements, derivatives and other financing expenses and other similar costs and expenses. The Funds may also bear their pro rata share of all of the expenses incurred by the Investment Manager to recruit, retain and compensate portfolio managers and their teams (collectively, “PM Compensation”), including performance-based bonuses on the gross performance of their respective portfolios net of any expenses allocated to such portfolio management team in the Investment Manager’s sole discretion (“PM Bonuses”), expenses relating to personnel recruiting and severance arrangements relating to hiring, onboarding and terminating of investment staff including recruitment fees and retainers paid, fees and expenses relating to vetting and assessments, travel, lodging and entertainment costs for prospective investment personnel and their guests, fees and expenses relating to participation at industry-related conferences and events, certain up-front compensation and buy-out payments payable to investment staff, non-competition covenant costs and related legal expenses associated with such matters. In addition to the Management Fee, the transactional expenses, the PM Compensation and extraordinary expenses described elsewhere in this Memorandum, the Funds will bear their share of operational expenses as described in detail in the governing documents or investment management agreement of the Funds, including, but not limited to: (i) fees payable to the Administrator, legal, accounting, administrative, auditing, tax preparation and other professional expenses (including the fees and expenses of the General Partner acting in its capacity as partnership representative)
• • (ii) the costs and expenses of any errors and omissions insurance, directors and officers liability insurance, professional liability, crime & fidelity insurance, key person insurance or cybersecurity insurance obtained on behalf of the Night Squared Funds and the Night Squared Companies
• • (iii) any fees or expenses charged by proxy voting, class action recovery and monitoring, tax reclamation service providers or loan services on behalf of the Night Squared Funds or their investments
• • (iv) fees and expenses related to due diligence, research and market analysis, including research-related travel expenses incurred with respect to potential or existing investments (whether or not consummated), and which may include data subscription and license-based services, including with third-party research, expert networks, alternative data, risk data, political intelligence providers
• • (v) expenses incurred in connection with the evaluating, sourcing, structuring, financing, originating, acquisition, disposition, operating, holding, monitoring, servicing, carrying or valuing of any investment (whether or not consummated), including investment-related travel expenses, the costs and expenses of outside legal counsel, tax advisors, brokers, dealers, finders, asset managers, developers, joint venture partners, valuation services or software (including third-party valuation agents or third parties serving on any valuation committee) consultants, work-out specialists and any “broken deal expenses” and reverse break-up and termination fees
• • (vi) all expenses related to Bloomberg, Factset, Refinitiv or other data providers, pricing services, as well as expenses related to news, quotations, modeling, statistics, market data, databases and data warehouses
• • (vii) order management systems, portfolio management systems, expenses relating to middle-office services or back-office support services provided by the Administrator or another party and related expenses, risk management systems and other technical and telecommunications services and equipment used in the investment management process and communications with the Administrator and the Funds’ custodians (including hardware, software, communications and data), including consulting fees and expenses relating to the implementation of such systems and ongoing maintenance costs
• • (viii) taxes imposed on the Night Squared Funds as determined by the General Partner in its sole discretion, filing fees and expenses, custodial fees and expenses and bank services fees
• • (ix) the costs of printing and distributing periodic and annual reports and statements and other communications
• • (x) expenses of the continuous offering of interests by the Night Squared Funds, including the cost of producing and distributing offering memoranda and other marketing materials
• • (xi) expenses relating to any amendment to the operating agreements of the Night Squared Funds, the negotiation and entry into Side Letters (as defined below), and the solicitation of any investor consents
• • (xii) regulatory and compliance expenses directly related to the Night Squared Funds (including the Night Squared Funds’ reasonable share of third-party expenses incurred by the Night Squared Companies or the Night Squared Funds in connection with their reporting obligations directly related to the Night Squared Funds such as Blue Sky filings, Form D filings, Section 13 or Section 16 filings, Form 13F, Form 13H, Form PF, FATCA filings and any other similar filing in any other U.S. or non-U.S. jurisdiction) and the fees and expenses of AML Officers of the Night Squared Funds
• • (xiii) regulatory and other expenses relating to the sale of interests by the Night Squared Funds in specific jurisdictions
• • (xiv) all expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-regulatory organization relating to the Night Squared Funds’ activities or operations
• • (xv) expenses incurred in connection with co-investments (including, in the case of co-investments that are not consummated), including expenses incurred in connection with the raising and putting in place co-investment vehicles where desirable for acquiring an investment and expenses incurred in connection with any restructuring or liquidation of such co-investment vehicles (to the extent not borne by the applicable co-investors)
• • (xvi) the operational expenses of any subsidiary or similar vehicles utilized, directly or indirectly, by the Night Squared Funds
• • (xvii) fees and expenses related to the Governance Committee and the Offshore Feeder Funds’ board of directors
• • (xviii) all expenses associated with the liquidation and winding-up of the Night Squared Funds, including the formation and operation of any liquidating trusts or accounts
• • and (xix) any other expenses related to the operations of the Night Squared Funds.