Item 5: Fees and Compensation
Item 5.A.
Generally, CAS receives fees from the Funds based on a percentage of value of the net assets that CAS
manages (the “Management Fee”) and based on performance achieved for each Fund (“Performance
Allocation”). The fees and expenses applicable to each Fund are set forth in detail in each of such Fund’s
respective offering memoranda, limited partnership agreements and investment management agreements
(“Governing Documents”) for each Fund. The Firm may, in its sole discretion, elect to reduce or waive
the management fee with respect to any investor. Further details of other potential fees are detailed in 5.C.
Item 5.B.
Pursuant to the terms of each Fund’s Governing Documents, CAS is authorized to deduct applicable
management fees from each investor’s capital account on a quarterly basis for investors in the Sosin Feeder
Funds and CSWR Partners, LP.
Item 5.C.
Each Fund’s Governing Documents contains information regarding the fees and expenses of the Fund
managed by the Adviser. Each Fund shall also pay or reimburse the General Partner of the Fund, the Adviser
and their respective affiliates for the following, as applicable:
Organizational and Offering Expenses. Organizational expenses of the Funds include, but are not limited
to, legal, accounting and government filing fees. Offering expenses include marketing expenses, printing
of the offering memoranda and exhibits thereto and the admission of Limited Partners. For certain, but not
all, Funds: the costs and expenses of certain Funds’ organizational and the initial offering and sale of
interests, which were approximately $7,500 were paid by the General Partner. These organizational and
offering expenses are being reimbursed by the Funds over time and are being amortized over a period of
up to 60 months. For any period in which the Funds are amortizing organizational expenses, the General
Partner may decide to (a) recognize the unamortized expenses or (b) make U.S. Generally Accepted
Accounting Principles (“GAAP”) conforming changes for financial reporting purposes but amortize
expenses for purposes of calculating the Funds’ net asset value. If a Limited Partner withdraws a portion of
its capital account prior to the end of the period during which the Adviser is amortizing its organizational
expenses, the General Partner may elect to accelerate a proportionate share of the unamortized expenses
based on the portion of the capital account withdrawn and allocate such expense to that capital account
(which shall reduce that Limited Partner’s withdrawal proceeds by the amount of such accelerated
expenses).
Ongoing Expenses. Certain of the Funds’ operating expenses will be paid by the Funds. Operating expenses
include, without limitation, (A) the Funds’ ongoing accounting, auditing, bookkeeping, due diligence, tax
preparation, administration, trading and execution, legal, consulting and other professional fees and
expenses; (B) all costs of communications with Limited Partners; (C) a portion of original and third-party
research expenses not reimbursed or otherwise paid by broker dealers (including some or all of the costs
associated with various data feeds (e.g., Bloomberg terminal, etc.) and subscriptions to professional journals
and the like not to exceed 60bps annually (as measured by the relevant Fund’s capital at the beginning of
the year); (D) all investment-related expenses (including all commissions, bid ask spreads, mark-ups,
interest on margin borrowing, costs relating to short sales, transfer taxes, custodian fees, etc.); (E) all costs
of protecting or preserving any investment held by the Funds; (F) all losses, damages, charges, costs or
expenses arising from the Funds’ indemnification obligations under the Governing Documents and other
contracts to which the Funds may become a party; (G) expenses incurred with regard to special situation
sub-accounts; (H) regulatory and tax filing fees; (I) expenses incurred with respect to the preparation,
duplication and distribution to Limited Partners and prospective Limited Partners of the offering
documents, annual reports and other financial information; (J) expenses of any third-party valuation
agent(s); and (K) all costs associated with dissolution, winding up, liquidation or termination of the Fund(s).
The Adviser may elect to pay for some or all of the Funds’ costs and expenses.
Fees and expenses that are identifiable with a particular class of interests may, in the General Partner’s sole
discretion, be charged against that class in computing its net asset value. The General Partner and/or the
Adviser will pay, and shall not be reimbursed by the Funds for, each of their own overhead expenses. These
may include, without limitation, rent, employee salaries and benefits and insurance, and research related
travel (including travel and lodging incurred for the benefit of the Funds).
Administration Fee. Panoptic Fund Administration, LLC (“Administrator”) will be paid an administration
fee, which such administration fee may be paid by the General Partner, the Adviser and/or the Funds, based
upon the size of the Funds, in accordance with the Administrator’s standard schedule for providing similar
services.
Subscription Fees. Any fees or duties incurred by the Funds in processing an investor’s application for
interests may either be deducted from the investor’s subscription proceeds, in which case the subscription
proceeds net of the subscription charges shall be allocated to the investor's capital account, or the
subscription charges may be charged in addition to the amount being subscribed.
Brokerage Fees. The Funds pay all fees and commissions associated with their brokerage. Brokerage fees
include financing charges and transaction and administrative fees as more fully described in the brokerage
agreements. Transaction costs vary depending on the country and the type of investment. The compensation
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