Item 5. Fees and Compensation
A management fee is paid monthly in advance to the General Partner. The management fee is
equal to three percent (3%) per annum of the beginning capital account balance of each Limited
Partner for such month. The General Partner may, in its sole discretion, enter into arrangements
with Limited Partners under which the management fee is reduced, waived or calculated
differently with respect to such Limited Partners, including, without limitation, Limited Partners
that are members, affiliates or employees of the General Partner, members of the immediate
families of such persons and trusts or other entities for their benefit, or Limited Partners that make
substantial investment or otherwise are determined by the General Partner in its sole discretion to
represent a strategic relationship.
To the extent that there is a shared expense among any of the Camshaft Funds, on the one hand,
and Camshaft, on the other hand, Camshaft will allocate the expense among such Camshaft
Fund(s) and itself in a manner that it determines is fair and equitable under the circumstances to
all parties.
See Item 6 below for more information concerning performance-based fees.
Managed Accounts
Camshaft presently does not have, and thus receives no fees from, any Managed Account Clients.
In the event that Camshaft were to advise a Managed Account in the future, it may be paid a
management fee and/or a performance fee by such Managed Account in accordance with the terms
of the applicable Managed Account Agreement.
Additional Expenses
In addition to the management fees and the performance-based fees described above, the Camshaft
Funds (and, indirectly, the investors therein) will pay such additional expenses as are disclosed in
the Camshaft Funds’ applicable offering documents. The expenses to be paid by each Camshaft
Fund vary and may include, among others, the following: transaction costs and investment-related
expenses incurred in connection with the Camshaft Funds’ trading activities, including securities
and futures brokerage, clearing, margin interest (if any), custodial expenses, and any non-U.S.
mutual fund expenses; all U.S. and non-U.S. legal, regulatory and compliance fees and expenses
(including, but not limited to, blue sky compliance, compliance with the Alternative Investment
Fund Managers Directive, MIFID, the EEA and FATCA), accounting, auditing, tax preparation,
expenses relating to the offering and sale of the Shares, and registration fees and expenses as well
as related fees and expenses (including, but not limited to, legal fees or other fees and expenses
related to: the preparation and filing of Form PF, CFTC and NFA Form CPO-PQR, NFA Form
CTA-PR and NFA Form PR, the applicable portion of Camshaft’s fees and expenses incurred in
connection with preparing and filing Form ADV that are allocable to a Camshaft Fund, and any
other SEC, CFTC and/or NFA filings and registrations or other filings that are made with respect
to the Camshaft Funds or assets of the Camshaft Funds; related requirements under the Dodd-
Frank Act, and U.S. Department of the Treasury and U.S. Department of Commerce regulations;
and registrations and related requirements of foreign regulators); expenses associated with the
continued offering of shares, which include, but are not limited to, marketing, travel and other
solicitation expenses; operational expenses such as the administrator’s charges, fees and expenses,
trade support systems, the directors’ charges and expenses, photocopying, facsimile, postage, and
telephone expenses; research and research-related costs, consulting fees, fees and charges (such as
data feeds, news, Fund reports, brokerage reports, software licenses, ongoing development,
implementation, updating and support of software licenses, bank service fees, third-party trading
and/or portfolio-related services and support, including software costs such as order management,
risk management and similar systems, software costs relating to order management, and
Bloomberg terminals and services); legal fees and due diligence expenses, related to the analysis
purchase or sale of investments, whether or not the investment is consummated; Camshaft Fund
related insurance costs (including a portion of D&O and E&O insurance for Camshaft, if
applicable), extraordinary expenses (such as, litigation costs and indemnification obligations), if
any; the Performance Fee and the Management Fee (defined below) paid to Camshaft; Cayman
Islands government fees and director registration fees and other equivalent expenses; and interest
in connection with investment-related borrowings. In addition, each Fund will bear its pro rata
share of all expenses related to any pooled investment vehicle(s) in which such Fund invests; such
charges may include management fees, performance fees, ordinary operating expenses (such as
administration, legal, accounting and other operational costs) and extraordinary expenses (such as
litigation costs and indemnification obligations), provided that such Fund will not bear a double-
layering of asset-based fees or performance-based compensation in connection with its investment
in another Camshaft Fund. Therefore, it is possible that a Fund may bear a portion of any such
expense even though it may not directly benefit therefrom. Funds also pay the fees and expenses
of their prime brokers, futures commission merchants and administrators.
As described further in the respective offering documents for the Camshaft Funds, generally, the
Camshaft Funds will bear certain overhead expenses of operating which otherwise would be
allocable to Camshaft.
Although Camshaft presently does not have any Managed Account Clients, any future Managed
Account Clients of Camshaft may be expected to pay additional expenses similar to those
described above, to the extent applicable, subject to the specific terms of the applicable Managed
Account Agreement.
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