Item 5: Fees and Compensation
DESCRIPTION OF COMPENSATION AND FEE SCHEDULE
In consideration of our advisory services, we generally receive management fees and performance allocations with
respect to the Fund. While our fees are described in detail in the Fund’s governing and offering documents, a brief
summary of our advisory fees is set forth below.
We are entitled to receive from the Fund an annual management fee, payable on the first day of each calendar quarter
in advance, equal to 0.25% (1% per annum) of the capital account balance of each limited partner, determined as of
the first day of such calendar quarter.
In addition, we generally are entitled to receive an annual performance allocation equal to twenty percent (20%) of
the net profits (subject to certain adjustments and limitations) allocated to the capital account of each limited partner
for the applicable fiscal year. Performance allocations are subject to a “high water mark” limitation with respect to
each investor. As a result, after the first year in which a performance allocation is earned, the performance allocation
for later years applies only to the extent that an investor’s pro rata share of net profits, measured on a cumulative
basis, for all years since admission exceeds the highest level of cumulative net profits achieved through the close of
any prior year since admission.
Each investor in the Fund generally is required to represent that it is a “qualified client” as such term is defined in
Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that we may waive
the performance allocation with respect to an investor who does not qualify as a “qualified client.”
Our advisory fees with respect to the Fund and each investor generally are not negotiable.
PAYMENT OF FEES
Management fees are payable by investors quarterly, in advance, as of the first day of each calendar quarter.
Management fees are deducted directly from the capital account of each limited partner. In the event that the Fund is
dissolved, a limited partner withdraws or our advisory services are terminated prior to the end of any calendar quarter,
then an amount equal to the pro rata portion of the management fee, based on the actual number of days remaining in
such quarter, will be refunded to the applicable limited partner(s). Management fees are also prorated with respect to
capital contributions made by investors during a calendar quarter.
Performance allocations are calculated and allocated as of the end of each fiscal year (and at such other times as set
forth in the partnership agreement of the Fund). Performance allocations are re-allocated directly from the capital
account of each limited partner to our capital account.
OTHER FEES AND EXPENSES
In addition to management fees and performance allocations, the Fund generally bears all costs and expenses relating
to the Fund’s activities, including but not limited to (i) the costs, expenses or charges incurred by the Fund, directly
or indirectly, in connection with its investment and trading activities, including without limitation, brokerage
commissions, mark-ups, margin interest and other transaction costs to brokers; (ii) accounting, auditing, appraisal,
consulting and legal fees and expenses, including for litigation and preparation of the Fund’s financial statements and
reports, tax returns and Schedule K-1s; (iii) any taxes, fees or other governmental charges levied against the Fund;(iv)
interest on and fees and expenses arising out of all borrowings made by the Fund; (v) organizational costs; (vi)
expenses of the meetings of limited partners, if any; and (vii) the costs of any litigation and indemnification relating
to the affairs of the Fund. The Fund generally is responsible for and pays all brokerage and custodial fees. See Item
12 below.
WITHDRAWALS
Subject to the terms and conditions set forth in the Fund’s governing documents, a limited partner generally may make
a complete or partial withdrawal of amounts from a capital account maintained on its behalf as of the close of business
on each calendar quarter; provided that such withdrawal date is at least twelve months after such capital account was
established. Notwithstanding the foregoing, we may disallow a partial withdrawal if, after giving effect to such
withdrawal, that limited partner would not have an aggregate capital account balance of at least $250,000 thereafter
(subject to reduction or waiver by us). Notice of any withdrawal generally must be given to us in writing at least thirty
(30) days prior to the proposed withdrawal date; provided, however, we may waive such notice requirement in our
discretion. At least ninety-five percent (95%) of the estimated withdrawal proceeds normally will be settled in cash
or, subject to our sole discretion, wholly or partially with securities or other assets of the Fund, whether readily or not
readily marketable, within ten (10) business days after the applicable withdrawal date. Any remaining balance
generally will be settled promptly following completion of the audit of the Fund’s financial statements for the
applicable fiscal year.
Performance allocations with respect to the Fund are calculated as of the date of withdrawal with respect to any limited
partner permitted or required to withdraw as of any time other than the close of a performance period on the basis of
a proportion of net profits allocated to such limited partner’s capital account through the withdrawal date.
COMPENSATION FOR THE SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS
Neither we nor any of our supervised persons accept compensation for the sale of securities or other investment
products.