Item 5: Fees and Compensation
Investment Advisory Fees
Fund Fees
Subject to disclosures in each Fund’s Governing Fund Documents, with respect to the Funds, CWI will
receive compensation consisting of (1) an annual fixed fee (the “Management Fee”); and (2) an annual
performance-based allocation (the “Incentive Allocation”) which is calculated based upon a percentage
of the net capital appreciation of the Funds at the end of each fiscal year subject to a high- water mark.
Generally, fees for investing in the Fund are as follows:
• For the Opportunity Fund, CWI or an affiliate generally receives: (i) a 1% Management Fee per
annum, which is payable quarterly in advance, based upon the limited partners ending net asset
value as calculated on the last day of the previous quarter’s end; and (ii) an Incentive Allocation
ranging from up to 5% of the net profits, including realized and unrealized gains and losses, if
any, of Fund. Investors are subject to a loss carryforward as described more fully in Item 6:
Performance-Based Fees and Side-By-Side Management. [The Opportunity Fund generally
invests in long-term, illiquid investments, and therefore has limited liquidity. Please refer to
withdrawal restrictions outlined in the Governing Fund Documents for additional
information.]
• For theCWNR Fund, LP, CWI or an affiliate generally receives: (i) a Management Fee up to 2.0%
per annum of which fee is payable monthly in advance, based upon the limited partners ending
net asset value as calculated on the last day of the previous month’s end; and (ii) an Incentive
Allocation, depending on the elected series of limited partnership interests, up to 20% of the net
profits, including realized and unrealized gains and losses, if any, of the Investors subject to a
rolling high-water mark as described more fully in Item 6: Performance- Based Fees and Side-By-
Side Management. CWNR Fund, LPoffers three series of limited partnership interests with
varying liquidity rights as well as Management Fees and Incentive Allocations. Please refer to the
Governing Fund Documents for additional details.
Investors in each Fund also bear certain fund expenses with respect to such Fund, as set forth in the
applicable Governing Fund Documents.
CWI may reduce or eliminate the Management Fee or Incentive Allocation with respect to any limited
partner in its sole discretion.
Fund Expenses
Organizational Expenses. Each Fund will bear the expenses of the organization of the Fund and the offering
of the Fund interests to investors, including legal and accounting fees, printing costs, travel, “blue sky”
filing fees and expenses, compliance with any applicable federal and state laws, and out- of-pocket
expenses. The organizational expenses borne by the Fund are described in more detail in each respective
Fund’s Governing Fund Documents.
Direct Expenses of the Fund. Generally, each Fund will also bear all costs and expenses directly related to
its investment program, including but not limited to expenses related to investment research, proxies,
underwriting and private placements, brokerage commissions, interest on debit balances or borrowings,
custody fees, travel expenses incurred by CWI or any member of any advisory committee, and any
withholding or transfer taxes imposed on the Fund. The Fund will also bear all out-of-pocket costs of the
administration of the Fund, including but not limited to, accounting, tax accounting, bookkeeping and
reporting services, and administrative services performance by any person on behalf of the Fund, audit
and legal expenses, expenses related to regulatory compliance, costs of any litigation or investigation
involving the Fund’s activities, costs associated with reporting and providing information to existing and
prospective investors, and the costs and expenses associated with meetings of investors, including an
annual meeting and formal dinner, if any. The Fund typically will also bear out-of-pocket costs of any
technology and communication expenses and SEC-related compliance expenses incurred by CWI in
connection with providing services to the Fund. In addition, legal fees and costs (including settlement
costs) arising in connection with any litigation or investigation instituted against the Fund(s), the
applicable General Partner in its capacity as such or the investment manager in its capacity as such, or
otherwise, involving Fund activities, and for advice directly relating to the Fund’s legal affairs and tax-
related or regulatory-related issues; all costs, fees and expenses associated with the ongoing offering of
interests (except for any placement or solicitation fees which will be borne by the applicable General
Partner or investment manager as described in the Governing Fund Documents); all costs and expenses
associated with investor relations consultants, including consulting fees; the costs associated with
maintaining “directors and officers” or similar liability insurance for the benefit of the Fund(s), the
General Partners, the investment manager, or any other person indemnified by the Fund(s); costs
associated with reporting and providing information to existing and prospective limited partners; the
costs and expenses associated with meetings of limited partners, including an annual meeting and formal
dinner, if any; and any costs or expenses of winding up and liquidating the Fund(s). However, CWI or
the applicable General Partner may, in their sole discretion, choose to absorb such expenses incurred on
behalf of the Fund. The direct expenses borne by the Fund are described in more detail in each respected
Fund’s Governing Fund Documents.
Withdrawals, Redemptions, and Terminations.
Funds
Funds advised by CWI will generally be subject to certain withdrawal restrictions. Notwithstanding
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