Item 5. Fees and Compensation
The fees and expenses that are applicable to an investment with the Adviser are set forth and agreed
to in the Funds’ governing documents, which may include a private offering memorandum,
subscription document, and limited partnership agreement, and may, include other agreements
(collectively, the “Offering Documents”). Prospective investors must carefully review the Offering
Documents of the Fund in which they may invest, to review the specific fees and expenses applicable
to their potential investment.
The Funds pay the Adviser a quarterly investment management fee (“Management Fee”) ranging
from 1.00 – 1.50% per annum of the net asset value of each capital account (a separate capital account
will be established with respect to each limited partner). The Management Fee is generally charged
on the first day of each quarter and is prorated for partial quarters. The Adviser may reduce, waive,
or rebate to any limited partner all or part of the management fee at its sole discretion without entitling
another limited partner to such reduction, waiver, or rebate.
Moreover, the Funds generally will pay as of each fiscal year end and upon any intra-year withdrawal,
distribution or transfer 15% of any new appreciation (the appreciation which causes a capital account
to exceed the high-water mark attributable to each capital account) to the general partner. The general
partner may reduce, waive, or rebate to any limited partner all or part of the Incentive Allocation at
its sole discretion without entitling another limited partner to such reduction, waiver, or rebate.
In addition to paying investment management fees and incurring performance-based fees, as set forth
in the relevant Offering Documents, the Funds are subject to other organizational, operating, and
investment expenses, such as commissions; research consultants’ fees and research fees and expenses
(including subscription fees for services such as Bloomberg); compliance, administration, legal, audit
and accounting expenses; regulatory compliance, filings and reporting (including, but not limited to,
Form PF, Section 13 filings and ADV) expenses; interest on margin accounts and other indebtedness;
borrowing charges; custodial fees; and any other expenses reasonably related to the purchase, sale or
transmittal of Fund assets; actual and “mock” examinations; bank services fees; regulatory and
governmental inquiries; costs associated with the ongoing offering of securities, including the
negotiation and preparation of side letters; third party service providers; and Fund related insurance
costs (including D&O and E&O insurance for the Adviser and general partner).
Lastly, investors in the funds may be subject to a placement fee, and the Adviser reserves the right
to pay placement and/or referral fees (both initial and ongoing) directly or indirectly to persons who
introduce subscribers, which will be disclosed to the affected subscribers in advance. Placement fees
paid by the Adviser, if any, may be affected as an offset against Management Fees and/or Incentive
Allocations.