Item 5: Fees and Compensation
All Investors and potential Investors should review the Governing Documents for the Funds in
conjunction with this brochure for more complete information on the fees and compensation
payable with respect to the Funds.
Fund Fees
Cambridge Square and/or the General Partner is entitled to receive an annual management fee equal to
or up to 1.50% of the net asset value of each investor’s capital balance (a “Management Fee”) and
performance-based fees equal to or up to 20% of net profits (an “Incentive Allocation”). Management
Fees are generally calculated and payable quarterly in advance as of the beginning of each quarter,
while Incentive Allocations are generally assessed annually. An early redemption fee of 3% payable to
the Master Fund may apply to investments redeemed prior to the end of lock-up periods defined in the
Governing Documents of the Funds.
The Management Fee and Incentive Allocation with respect to certain Investors, including, without
limitation, affiliates of the Investment Manager and/or the General Partner, and certain other strategic
Investors, may be waived, reduced or otherwise modified by the Investment Manager and/or General
Partner in its sole discretion. Cambridge Square has discretion to waive, reduce or rebate the
Management Fee and Incentive Allocation with respect to the investment of one or more Investors
without notifying the other Investors in the applicable Fund, provided that no such waiver or reduction
will adversely impact any other Investor or cause an increase in the Management Fee or Incentive
Allocation borne by an Investor as a result of such waiver, reduction or modification.
Form ADV Part 2A Brochure March 28, 2019
Other Fund Fees and Expenses
In addition to Management Fees and Incentive Allocations, the Funds pay, or reimburse
Cambridge Square for all costs, fees and expenses incurred in connection with the organization of a
Fund and the initial offering of shares or partnership interests, including, without limitation, legal,
accounting, administration and travel expenses, filing fees (including any “blue sky” filing fees) and
other out-of-pocket expenses (“Organizational Expenses”). Each Fund bears its pro rata portion of
such expenses.
Each Fund pays, or reimburses the General Partner and/or the Adviser, as applicable, for all costs,
fees and expenses related to its investments or prospective investments (whether or not
consummated), including, without limitation, acquisition, holding and disposition thereof and all
third-party expenses in connection therewith (including, without limitation, expenses relating to
brokerage commissions, price validation, dealer spreads, interest on, and fees and expenses arising
out of, debit balances or borrowings, dividends payable with respect to securities sold short, exchange,
clearing, give-up and intermediation fees, clearing and settlement charges, proxies, and costs of
middle office exchanges (whether paid or via administrator), as well as transaction fees and expenses
relating to the foregoing, custodial fees, investment related travel expenses in connection with
investment activity, legal fees and expenses incurred in connection with investment activity, asset
verification, appraisal and valuation fees and expenses, and consultants, finders and service
companies, each Fund’s proportionate share of an order management system and portfolio
management system, information and information service subscriptions utilized with respect to each
Fund’s investment program, including phone and internet charges, each Fund’s costs and expenses
relating to regulatory compliance (e.g., Form D, Form PF and Form CPO-PQR) (but excluding, for
the avoidance of doubt, any legal, regulatory or compliance fees and expenses which relate primarily
to the business of the General Partner, the Adviser and any of their respective affiliates (e.g., Form
ADV)), any tax-related structuring or legal fees and expenses incurred, any withholding, transfer
or other taxes imposed on a Fund or any of its Investors, and each Fund’s pro rata share of expenses
related to organizing any investment subsidiaries through which investments may be made and
other execution and transaction costs, to the extent that such costs, fees and expenses are not
reimbursed by a third-party.
Each Fund also pays, or reimburse the General Partner and/or the Adviser, as applicable, for all
other operating fees and expenses or out-of-pocket costs of the administration and operation of each
Fund, including, without limitation, ongoing offering fees and expenses, accounting (including
expenses associated with the preparation of the Fund’s financial statements and tax returns, costs
associated with FATCA a n d A E O I compliance and any other tax information relating to the
Fund), audit, administration (including fees and reimbursable expenses of the Administrator,
Advisory Committee and the Board of Directors) and legal expenses, costs of any litigation or
investigation involving Fund activities, indemnification payments, costs associated with meetings of
Investors, reporting, providing and mailing information to existing and prospective investor, costs
associated with maintaining insurance to protect each Fund, from liabilities to third persons in
connection with a Fund’s affairs (including liability premiums), taxes and other governmental
charges, fees and duties payable by a Fund, damages incurred by a Fund or any covered person
(as defined in the Governing Documents), extraordinary fees and expenses, if any, and costs of
winding up and liquidating a Fund. Each Fund is responsible for its pro rata portion of all relevant
expenses.
Form ADV Part 2A Brochure March 28, 2019
The Funds do not have their own separate employees or offices. The Adviser is responsible for its
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