Item 5 Fees and Compensation
Management Fee
Pursuant to the Investment Management agreement, the Investment Manager will receive a monthly
management fee (the “Management Fee”) equal to (i) 1/12 of 1.0 percent of the Net Asset Value (exclusive
of any Performance Allocation) of the outstanding Class A Shares and (ii) 1/12 of 1.0 percent of the Net
Asset Value (exclusive of any Performance Allocation) of the outstanding Class Z Shares (founders’
shares).
The Management Fee paid to the Investment Manager is calculated monthly and paid on a quarterly basis
in arrears and based on the month-end Net Asset Value of each class or sub-class of Shares before payment
of the Management Fee and any Performance Allocation. The Management Fee is calculated on a pro rata
basis for any partial month of investment.
The Investment Manager may waive, reduce or structure differently the Management Fee payable by any
Shareholder, without notice to or consent of the other Shareholders.
Performance Allocation
The Investment Manager is entitled to receive a Performance Allocation from the Fund (the “Performance
Allocation”), calculated at a rate of (i) 20.0 percent per annum for the Class A Shares and (ii) 10.0 percent
per annum for the Class Z Shares (founders’ shares), in accordance with the below.
The Performance Allocation is calculated on a semi-annual basis (a “Calculation Period”) and charged in
arrears for each such Calculation Period.
“High Water Mark”
For each Calculation Period, and as adjusted for any subscriptions and/or redemptions, the Performance
Allocation in respect of each Share will be equal to the applicable percentage of the appreciation in the Net
Asset Value per Share during that Calculation Period above the Net Asset Value per Share at the time of
issue of that Share or, if issued in a previous Calculation Period, above the highest Net Asset Value per
Share achieved as of the end of any previous Calculation Period following such date of issue (or the date
on which the Fund commenced business if issued at the end of the initial offer of Shares).
In the event that a Shareholder redeems any portion of its Shares at any time other than at the end of a
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Calculation Period, such Performance Allocation will be made with respect to such Shareholder as of the
date of such redemption as though it were the last day of a Calculation Period.
The Investment Manager may waive, reduce or structure differently the Performance Allocation payable
by any Shareholder, without notice to or consent of the other Shareholders.
Master Fund Fees
The Fund indirectly bears its pro rata share of the costs and expenses of the Master Fund through its holding
of shares in the Master Fund.
Cash Management Fees
The Fund will be responsible for certain cash management fees in connection with the management of
assets not maintained in segregation with the clearing brokers or on deposit with foreign exchange brokers
and which are surplus to the margin requirements of the clearing brokers or the collateral requirements of
the clearing brokers, as further set out in “Fees and Expenses” below.
Administrator Fees
The Fund will pay to the Administrator an administration fee as detailed in the administration agreement.
The Administrator will also be reimbursed for properly incurred and approved out-of-pocket expenses. In
addition, each of the Fund and the Master Fund has granted indemnities to the Administrator in respect of
actions brought against it in its capacity, where it has acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Fund and provided that again such actions did
not involve gross negligence, willful default, fraud or dishonesty. The fees and charges of the Administrator
are subject to variation and renegotiation from time to time.
Custodian Fees
The Custodian (as defined below) will be entitled to receive fees from the Fund in accordance with its
customary charges. The fees, which are accrued weekly and payable quarterly in arrears, are based on the
Net Asset Value of the Fund. In addition, the Custodian is entitled to receive reasonable out of pocket
expenses.
Prime Brokerage Fees
The Prime Brokers will be entitled to receive fees from the Master Fund in accordance with their customary
charges.
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Expenses
Generally, pursuant to a Fund’s Organizational Documents, the Fund is responsible for expenses relating
to its operations, including fees, costs and expenses of the Fund incurred thereby together with certain
overhead allocations of the Fund’s General Partner, in connection with potential investments and the
evaluation, acquisition, ownership, sale, or financing of any potential investment, taxes, accounting and
auditors fees, reporting and investor servicing, legal counsel, insurance (including errors and omissions and
directors and officers insurance), travel, litigation and indemnification expenses, administrative expenses
and any other extraordinary expense. Each Fund will also be responsible for the organizational expenses
incurred by the Fund General Partner, up to a maximum amount further set forth in a Fund’s Governing
Documents.
Other Fees and Expenses
All costs and expenses associated with the launch of the Fund, including government incorporation charges
and professional fees and expenses in connection with the preparation of this Memorandum and the
agreements referred to herein will be paid by the Fund out of the proceeds of the initial subscriptions and
will be amortized over a period of five years from the date of the Fund’s launch. The Investment Manager
believes that such treatment is more equitable than expensing the entire amount as such costs were incurred,
as is required by U.S. Generally Accepted Accounting Principles (“GAAP”).
The Investment Manager and the Administrator are each responsible for providing and paying for all of
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