Fees and Compensation — Form ADV Part 2A (3/27/2026)
[Brochure]
Item 5 – Fees and Compensation
Management Fees
The fees and compensation payable to Checkpoint are negotiable. From the Fund, Checkpoint
typically receives, as to each Investor, a quarterly management fee (“Management Fee”) to be paid
calculated at the rate of 0.25% (i.e., 1.0% per annum) of the value of each Investor’s capital account.
The Management Fee is paid quarterly, and together with other fees described below is deducted
from the Funds’ assets. In the event the Fund is not in existence for an entire quarter, the
Management Fee for such quarter will be prorated. The Management Fee will be prorated for any
capital contributions or withdrawals occurring during the quarter that is less than a full quarter.
Checkpoint, in its sole discretion, may waive or reduce the Management Fee for Investors.
Performance Fees
With respect to certain clients, Checkpoint and its affiliates may receive an incentive allocation or
incentive fee based on net profits. Details regarding any incentive allocation or other incentives
are set forth in the next section entitled, “Item 6. Performance-Base Fees and Side-By-Side
Management.”
Expenses
Fees paid to Checkpoint are exclusive of all custodial and transaction costs paid to the client’s
custodian, brokers or other third-party consultants. Please see Item 12 – Brokerage Practices for
additional information. Fees paid to Checkpoint are also separate and distinct from the fees and
expenses charged by mutual funds, exchange traded funds (“ETFs”) or other investment pools to their
shareholders (generally including a management fee and fund expenses, as described in each fund).
Each client (and each Investor) should review all fees charged by funds, brokers, Checkpoint and
others to fully understand the total amount of fees paid by the client (and each Investor) for
investment and financial-related services. Checkpoint may, at its discretion, make exceptions to the
foregoing or negotiate special fee arrangements where Checkpoint deems it appropriate under the
circumstances.
Either Checkpoint or the client may terminate their investment advisory agreement at any time,
subject to any written notice requirements in such agreement. In the event of termination in
accordance with its terms, any paid but unearned fees will be promptly refunded to the client based on
the number of days that the account was managed, and any fees due to Checkpoint from the client will
generally be invoiced or deducted from the client’s account prior to termination.
Compensation for Sale of Securities or Other Investment Products
Checkpoint does not receive compensation for securities transactions or services related to any
client account or any other fees other than the management fee and performance fees charged for
its advisory services.
Checkpoint Capital LP
Form ADV Part 2A
Account Minimums and Types of Clients — Form ADV Part 2A (3/27/2026)
[Brochure]
Item 7 – Types of Clients
Checkpoint’s clients include the Funds. Checkpoint’s minimum subscription in its private funds
are:
• $10,000,000 for Checkpoint Capital (Onshore) Fund LP
• $10,000,000 for Checkpoint Capital (Offshore) Fund LP
Checkpoint may waive this minimum in its sole discretion.
Checkpoint may allow certain Investors to invest in a Fund on different business terms than other
Investors. For example, a Fund may agree to provide certain Investors additional information from
the information made available to the other Investors in a Fund. Checkpoint also may agree to
provide certain Investors with a fee arrangement that differs in structure and amount from that
generally available to other Investors in the Fund. In determining whether to allow an Investor to
participate in a Fund on different business terms, Checkpoint may consider a number of different
factors including, but not limited to, Checkpoint’s belief about whether the different terms will
adversely affect the other Investors in a Fund considered as a group; such Investor’s objectives in
requesting or accepting such terms; whether such Investor is under legal, regulatory or “best
practices” obligations to request such terms; and/or whether granting such terms is in any respect
inconsistent with representations made by a Fund or Checkpoint to Investors. Checkpoint’s
overarching goal is to have the same level of transparency with any Investor and not to favor the
interests of one Investor over another.
Checkpoint Capital LP
Form ADV Part 2A