Item 5: Fees and Compensation
A. Description
Since Cohesion's brochure is delivered only to "qualified purchasers," as defined in
Section 2(a)(51)(A) under the Investment Company Act of 1940, as amended, the
information requested by Item 5A has not been provided.
B. Fee Billing
At the present time, management fees are deducted from the assets of Context Active
Strategies Fund, L.P, a Delaware limited partnership (the “Fund”), on a monthly basis
in advance and performance fees/allocations are deducted from Fund’s assets at the
end of the applicable fiscal year in arrears and are subject to a high water mark.
Management fees are prorated for any period that is less than a full month.
C. Other Fees and Expenses
Each pooled investment vehicle managed by Cohesion pays its direct operating
expenses which may include, among other things: brokerage commissions, borrowing
charges on securities sold short, management fees and expenses charged by the
underlying hedge funds, custodial fees, database subscriptions and investment data,
legal, accounting and audit fees and expenses, tax-preparation fees, governmental
fees and taxes, bookkeeping and other professional fees, travel and travel-related
expenses in connection with the fund’s activities, costs of fund reporting, costs of
fund governance activities (such as obtaining partner consents if and when necessary
and appropriate), costs and expenses associated with negotiating and entering into
contracts and arrangements in the ordinary course of the fund’s business, costs and
expenses of third party administrators retained for fund purposes, costs and premiums
of any fidelity and performance bonds and general partner liability and errors and
omission insurance coverage, extraordinary expenses of the fund such as litigation
costs, and all other reasonable expenses related to the operation of the fund and/or the
purchase, sale or transmittal of fund assets. In addition, the Fund may bear,
indirectly through its investment in each underlying hedge fund, its pro rata portion
of the offering, organizational and operating expenses of such underlying fund,
including expenses related to the investment of the fund's assets, such as fees to the
managers of the underlying hedge funds, brokerage commissions, expenses relating
to short sales, clearing and settlement charges, custodial fees, bank service fees,
interest expenses, borrowing costs and extraordinary expenses. In the future,
Cohesion’s non-discretionary clients may also pay similar fees and expenses when
such clients invest in any pooled investment vehicles recommended by Cohesion.
Please refer to Item 12 for more information about brokerage.
D. Fees in Advance
At the present time, the Fund pays management fees monthly in advance. The Fund
does not pay performance fees/allocations in advance. Cohesion offers refunds to
clients of any management fees paid in advance.
E. Securities Compensation
Not applicable.