Item 5 Fees and Compensation
ADVISORY FEES AND BILLING PROCEDURES
1. Pooled Investment Vehicles
Concourse Capital Partners, L.P. (“Concourse Fund”).
The Concourse Fund will generally pay to the General Partner and its designees in advance each
calendar quarter a management fee (the "Management Fee") in an amount equal to 0.375% of the
aggregate Capital Account balances of the Limited Partners at the beginning of each calendar quarter.
Management Fees are payable in advance and are calculated as of the first day of each calendar
quarter after giving effect to all capital contributions and withdrawals for that quarter. Any capital
contributions during a calendar quarter will be assessed the Management Fee pro rata only with
respect to that portion of the calendar quarter after the contribution date. Management Fees are not
refundable to the extent of a permitted withdrawal during a quarter.
CCM and its designees will receive as of the end of each calendar year an incentive profit allocation
("Incentive Allocation") of 20% of the net profits (including net unrealized profits) generated in the
account of each Limited Partner during the calendar year, subject to a "high water mark." The high
water mark assures that an Incentive Allocation is taken only with respect to new profits and not
recovered profits after a loss. If a Limited Partner makes a withdrawal from his Capital Account prior
to the end of a calendar year, an Incentive Allocation will be made at such time with respect to the
withdrawn amount.
Concourse Capital Partners Offshore Master Fund, L.P. (“Master Fund”) and Concourse Capital Partners
Offshore Fund, Ltd. (“Offshore Fund”)
Shareholders bear their proportionate share of a quarterly Management Fee paid by the Master Fund
to CCM in an amount generally equal to 0.375% of the net asset value of each class and series of
Master Fund Interest held by the Fund. The Management Fee is calculated and paid at the beginning
of each calendar quarter after giving effect to all Share issuances and capital contributions for that
quarter and a proportionate part of the Management Fee will be charged with respect to Shares
issued during a calendar quarter. Except as otherwise agreed, no Management Fee will be payable at
the Fund level. CCM may in its discretion reduce or waive all or part of the Management Fee for
particular Shareholders by rebate or otherwise.
The Master Fund will generally make an Incentive Allocation to CCM with respect to the Master Fund
Interest held by the Fund that corresponds to the Shares held by each Shareholder. Incentive
Allocations will be made by reallocating 20% of the net capital appreciation (including both realized
and unrealized gains) from the Fund's Master Fund Capital Accounts to the Capital Account of the
Investment Manager. Incentive Allocations will be made as of the end of each calendar year or during
the calendar year when amounts are withdrawn in response to a Share redemption. Each class and
series of Master Fund Interest is also subject to a "high water mark" that assures that an Incentive
Allocation is taken only with respect to new profits and not profits recovered after a loss. CCM may in
its discretion reduce or waive all or part of the Incentive Allocation for particular Shareholders by
rebate or otherwise.
OTHER FEES AND EXPENSES
The Funds pay all or their ordinary, operating and other expenses, which may include, without
limitation, investment-related expenses (such as brokerage commissions, clearing and settlement
charges, custodial fees, interest expenses, expenses relating to consultants, brokers or other
professionals or advisors who provide research, advice or due diligence services with regard to
investments, appraisal fees and expenses and investment banking expenses); legal expenses
(including, without limitation, the costs of on-going legal advice and services, blue sky filings and all
costs and expenses related to or incurred in connection with CCM’s compliance obligations under
applicable federal and/or state securities and investment adviser laws arising out of its relationship
to the Funds, as well as extraordinary legal expenses); accounting fees and audit expenses;
administrative fees; tax preparation expenses and any applicable tax liabilities (including transfer
taxes and withholding taxes); other governmental charges or fees payable by the Funds; director and
officer and/or errors and omissions liability insurance premiums or fiduciary liability insurance
premiums for directors, officers and personnel of CCM, if obtained; costs of printing and mailing
reports and notices; and other similar expenses related to the Funds, as CCM determines in its sole
discretion. To the extent that expenses are borne by a Fund are paid by CCM, the Funds will reimburse
CCM for such expenses. Other fees are generally deducted from the capital account of each Limited
Partner.
REFUND POLICY
In the event of termination of a Limited Partner’s or Shareholder’s interest in the Fund, no portion of
the Management Fee will be refunded in connection with any withdrawals from a Limited Partner’s
Capital Account during a month, and Performance Fee fees will be assessed in accordance with the
Fund’s Limited Fund Agreement.
OTHER COMPENSATION
CCM does not accept any compensation other than Management Fees and the Performance Allocation
Fees as heretofore described.