Item 5 - Fees and Compensation
Management Fees
As the investment adviser to the Funds, Cider Mill receives a fixed fee for management
services, payable in advance at the beginning of each calendar month. The Management Fee
is, at an annual rate, either 1.0% or 1.5%, depending on each Investor’s total net contributions.
As the Funds’ aggregate balance of fee paying Investors’ assets exceeds $500 million, the
Management Fee is reduced on a pro-rata basis.
The Management Fee will be prorated for subscriptions or withdrawals effective other than
at the beginning or the end, respectively, of a calendar month.
The General Partner may, in its sole discretion, elect to reduce, waive or calculate differently
the management fee with respect to any Investor. The General Partner will waive the
management fee with respect to Investors that are affiliates of the Firm, partners and
employees (and former partners and former employees) of the Firm or its affiliates, members
of the families and friends of such persons, trusts or other entities primarily for their benefit
or for charitable purposes and certain other Investors, as determined by the General Partner.
Other Expenses
Cider Mill Investments LP Form ADV Part 2A
The Feeder Funds invest in the Master Fund on substantially the same terms and conditions
and therefore will generally be allocated a proportionate share of the Master Fund’s gains,
losses and expenses based on their interest in the Master Fund.
The Funds will bear their own expenses, including, but not limited to, legal and other
organizational expenses incurred in the formation of the Funds, operating and other expenses,
including, but not limited to, investment-related expenses (e.g., brokerage commissions,
clearing and settlement charges, custodial fees, interest expenses, initial and variation margin,
broken deal expenses and other transactional charges, fees or costs, investment-related travel
and lodging expenses, consulting, advisory, investment banking, valuation, legal and other
professional fees relating to particular investments or contemplated investments, and
research-related expenses), fees and expenses relating to the advisory board, to the board of
directors of the Master Fund and the Intermediate Fund, legal expenses, any expenses
associated with regulatory filings, and accounting, audit and tax advice and preparation
expenses.
If Cider Mill incurs any of the expenses mentioned above on behalf of the Funds, then the Firm
will allocate such expenses among the Funds in proportion to the size of the investment made
by each in the activity or entity to which the expense relates, or in such other manner as
Cider Mill considers fair and reasonable.
For a more detailed discussion of expenses and brokerage and transaction costs, Investors are
directed to “Item 12 – Brokerage Practices”, as well as the relevant Fund Documents.
Item 6 - Performance Fees and Side-By-Side Management
At the end of each calendar year, the General Partner (an affiliate of Cider Mill) will receive
an annual incentive allocation. The incentive allocation is equal to either 20%, 17.5%, or 15%
of the net profits attributable to each Investor’s account, if any, subject to a “high water mark”
provision. The allocation rate varies based on which series of interests or shares to which
the Investor subscribes. Generally, the incentive allocation will decrease on the two and/or
four-year anniversary date of each investment until such rate is equal to 15%. The incentive
allocations are charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940,
as amended (the “Advisers Act”). This arrangement may create a theoretical incentive for
the Firm to recommend investments that are riskier or more speculative than would be the
case in the absence of such performance allocation.
The General Partner may, in its sole discretion, and in its capacity as general partner of the
Domestic Fund, elect to reduce, waive or calculate differently the incentive allocation with
respect to any Investor. The General Partner will waive the incentive allocation with respect
to affiliates of the Firm, partners and employees (and former partners and former employees)
of the Firm or its affiliates, members of the families and friends of such persons, trusts or other
entities primarily for their benefit or for charitable purposes and certain other investors, as
determined by the General Partner.