Item 5— Fees and Compensation
Fees for both our separately managed accounts, if applicable, and the Fund are discussed in this item.
Separately Managed Accounts
To the extent we manage separate accounts, we expect that we will generally charge an annual management
fee of 1% of an account’s assets under management. Our advisory fee will be billed and payable either in
arrears or in advance, on a quarterly or monthly basis, based on the value of the account at the end of the
billing period if billed in arrears, or the value of the account at the end of the previous billing period if billed
in advance. If the investment advisory agreement is executed at any time other than the first day of a
calendar quarter or calendar month, as applicable, our fees will apply on a pro rata basis, which means that
the advisory fee is payable in proportion to the number of days in the billing period for which the agreement
was in effect. Where our fees are payable in advance, if an agreement is terminated prior to the end of a
billing period, any unearned fees will be returned to the client. Clients are generally also expected to be
subject to the incentive-based compensation described in Item 6 below.
Clients will receive an invoice showing the value of the account, the amount of fees due, and the change of
value for purposes of calculating the incentive-based compensation, if any, unless the client has an
administrator which performs these calculations. In that case, we will provide support for the amount due
on the invoice. Clients hold ultimate responsibility for remitting payments as we do not deduct fees directly
from accounts. We urge clients to review all statements received from their custodian for accuracy.
Fees for a separately managed account client are negotiable and may vary from the amounts set forth in this
brochure.
Aventine Capital Partners LP
The fees and expenses applicable to the Fund are described in the Fund’s private offering memorandum and
organizational documents. As compensation for our services as investment manager, we generally expect
to receive an annual management fee of 1% of the Fund’s net assets, which is generally payable quarterly
in arrears and calculated before giving effect to any withdrawals and/or any incentive allocation. In addition,
Aventine Capital (GP) LLC (the “General Partner”), an affiliate of Aventine Capital Management LLC, is
entitled to receive an incentive allocation in connection with its service as general partner to the Fund,
generally equal to 15% of net profits achieved over a traditional high water mark. The incentive allocation
is generally calculated and paid at the end of each fiscal year. The management fee and the incentive
allocation is deducted directly from investors’ assets in the Fund. The firm and the General Partner,
respectively, expect to receive a prorated portion of the management fee and incentive allocation with
respect to any partial period. Any prepaid but unearned fees will be refunded.
Additional Fees and Expenses
Our fees are exclusive of, and in addition to, brokerage commissions, custodial fees, transaction fees and
other investment related costs and expenses. These charges and fees are typically imposed by the broker-
dealer or custodian through which client account transactions are executed, which are in addition to our
fees. Please refer to Item 12 for a description of the factors we consider in selecting or recommending
broker-dealers for client transactions and determining the reasonableness of their compensation.
The Fund and separately managed accounts, if applicable, may also be subject to administrative, legal, audit
and other professional expenses, including certain software and other licensing costs. We do not share in
any portion of these commissions, fees and expenses. Please refer to the Fund’s offering memorandum or
the advisory agreement for a separate account client for more information.
As part of our investment advisory services, we may invest, or recommend that a client invest, in mutual
funds and exchange-traded funds. The fees that a client pays to our firm for investment advisory services
are separate and distinct from the fees and expenses charged by mutual funds or exchange-traded funds
(described in each fund’s prospectus) to their shareholders. These fees will generally include a management,
custodial and transfer agent fee and other fund expenses.
Client costs and expenses are the responsibility of, and may be paid directly by, the applicable client.
However, where we have the ability to do so in respect of our clients, we may pay client costs and expenses
directly out of our own account for and on behalf of the client, and in those cases we are entitled to
reimbursement from the client. Certain costs and expenses may be incurred for the benefit of, or be shared
by, multiple clients which may include clients which do not bear any responsibility for such costs and
expenses. Such shared expenses generally will be allocated across the applicable clients pro rata or in such
other manner as we deem appropriate. We may directly bear the responsibility for the portion of such shared
costs and expenses otherwise allocable to clients which benefit from, but which are not directly responsible
for, such shared costs and expense.
We may pay client costs and expenses directly out of our own account for and on behalf of the client.