Item 5 Fees and Compensation
Generally
All fees are individually negotiated. Circumstances considered when negotiating fees may include, without
limitation, customary market rates, specialized guidelines, and other performance or incentive allocation or
fee arrangements with the Client. Management fees are calculated based on a percentage of the value of
the assets under management (referred to herein as “Management Fees”).
In addition, the Firm may collect incentive allocations and/or fees based on the performance of investments.
Please refer to Item 6, below, for a more detailed description of performance or incentive allocations and/or
fees and related conflicts of interest.
Regarding the Unit Trust, the Firm is compensated in accordance with the individually negotiated
investment management agreement between the Firm and the Unit Trust’s manager. The Firm receives a
management fee and performance fee from the Unit Trust’s manager for the Firm’s provision of investment
advisory services to the Unit Trust. Because these engagements will vary client-by-client, this Item
discusses the fees and expenses related to the Firm’s sponsored private investment funds.
Fee Payment Options
Management fees are billed periodically, generally quarterly in advance, as specified in the applicable
investment management agreement.
Regarding the Funds, the Firm shall receive Management Fees ranging from 0.25%-0.50% quarterly
depending on the Fund and investor class of each investor’s share of the respective Fund’s net asset value.
The Firm will reduce the annual Management Fee when investors’ capital account balances are at certain
asset thresholds.
The Funds issue certain classes of shares to accommodate different rights with respect to restrictions,
preferences, privileges, and payment obligations. Investor rights and obligations will vary depending on the
Fund and their respective class.
Important Note for all Funds: Greater detail regarding fees and expenses, as well as other important
information regarding an investment in any of the Funds is more fully set forth in the Fund Offering
Documents and/or Limited Partnership Agreement.
To the extent the Firm values any securities and/or instruments in a Client’s portfolio, it has a conflict of
interest in that the Firm will receive higher Management Fees if it gives such securities and/or instruments
a higher valuation.
Management Fees shall be payable with respect to any portion of an Investor’s investment allocated to any
side pocket account.
With respect to any Investor who has withdrawn from the relevant Fund, with the exception of any interests
in a side pocket account, the Management Fees shall accrue until, and be paid at, the time of the
reallocation of the Investor’s investment from the side pocket account.
Additional Fees and Expenses
The Funds shall pay or reimburse the Firm for all organizational and offering expenses of the Funds,
including, but not limited to, legal and accounting fees, printing and mailing expenses and government filing
fees (including blue sky filing fees). The Funds will incur brokerage and other transaction costs. Please see
the disclosures in Item 12 as it relates to Apis’ brokerage activities.
The Funds shall pay or reimburse the Firm for the following expenses: (A) all expenses incurred in
connection with the ongoing offer and sale of interests in a Fund (“Interests”), including, but not limited to,
periodic updating and printing of offering memoranda and exhibits and other organizational and offering
documents, documentation of performance and the admission of Investors, but excluding marketing
expenses; (B) all operating expenses of the Funds such as tax preparation fees, governmental fees and
taxes, insurance, administrator fees, communications with Investors, and ongoing legal, accounting,
auditing, bookkeeping, consulting and other professional fees and expenses; (C) all Fund trading and
investment related costs and expenses (e.g., brokerage commissions, margin interest, expenses related to
short sales, custodial fees and clearing and settlement charges) and research related expenses including:
travel; airfare; car rental; taxi fare; hotel accommodations and meals; (D) all fees to protect or preserve any
investment held by the Funds, as determined in good faith by the Firm; and I all fees and other expenses
incurred in connection with the investigation, prosecution or defense of any claims by or against the Funds.
The Firm, in its sole discretion, may from time to time pay for any of the foregoing Fund expenses or waive
the right to reimbursement for any such expenses, as well as terminate any such voluntary payment or
waiver of reimbursement.
Fees Paid in Advance
Management Fees are payable quarterly in advance. No part of the Management fee shall be refunded in
the event that an Investor withdraws all or any of the value in the Investor’s Capital Account during a quarter.
Termination of Services
Investors who wish to withdraw are generally subject to a minimum withdraw amount and must submit a
request for at least 30-90 days prior to the Withdrawal Date specified in the relevant investment
management agreement. The Firm may determine any withdraw amount at such other times in its sole
discretion.
Generally: Unless the Firm consents, partial withdrawals may not be made if they would reduce an
Investor’s capital account balance below $50,000. All withdrawals shall be deemed made prior to the
commencement of the following quarter. The Firm believes (but cannot guarantee) that the assets of the
relevant Fund will be invested in a manner that would allow the Firm to satisfy withdrawal requests. The
relevant Fund has the right to pay cash or in-kind, or a combination of both, to an investor that makes a
withdrawal from such Investor’s capital account. If the Firm in its discretion permits an Investor to withdraw
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