Item 5. Fees and Compensation
Item 5.A.
Fees payable by Clients to David Capital or its related persons are set forth in detail in the Governing
Documents of the applicable Client. A brief summary of those fees is provided below.
Management Fee
David Capital receives a fixed management fee from the Fund, calculated quarterly in advance, in an
amount equal to an annual rate ranging from 1.5% to 2.0% of the net asset value of the capital account of
each Limited Partner. The management fee rate for each Limited Partner may differ based on the liquidity
associated with the relevant class of interest subscribed for, with less liquid interests generally subject to a
lower management fee.
The management fee is paid by the Fund quarterly in advance. The Manager requires at least sixty (60)
day prior written notice for capital account withdrawals, resulting in the proration of the management fee
for partial periods. The Manager may waive all or part of the management fee otherwise due with respect
to any investor including, without limitation, its affiliates, members, and/or employees.
The Fund’s terms, classes of interest, and management fee calculations are more fully described in the
Governing Documents of the Fund.
The Opportunity Fund is not charged a management fee.
The Manager does not have a standard fee schedule for the Advised Accounts. Any management fees
received by David Capital and/or its related persons with respect to the Advised Accounts are calculated
and paid in accordance with each Advised Account’s Governing Documents.
Performance-Based Compensation
David Capital receives a performance-based incentive allocation from Limited Partners of the Fund in an
amount equal to between 10% and 20% of net profits (including unrealized gains). The incentive allocation
percentage for each Limited Partner may differ based on the liquidity associated with the relevant class of
interest subscribed for, with less liquid interests generally subject to a lower incentive allocation.
For certain classes of interests, the incentive allocation may be subject to a loss recovery provision. The
Manager may waive all or part of the incentive allocation with respect to any investor including, without
limitation, its affiliates, members, and/or employees.
The Fund’s terms, classes of interest, loss recovery provision, and incentive allocation calculations are more
fully described in the Governing Documents of the Fund.
DCP MAM, LLC receives a performance-based incentive allocation in an amount equal to 10% of the
investment proceeds realized by the Opportunity Fund, subject to certain terms and conditions more fully
described in the Governing Documents of the Opportunity Fund.
Any performance-based compensation received by David Capital and/or its related persons with respect to
the Advised Accounts is calculated and paid and/or allocated in accordance with each Advised Account’s
Governing Documents.
Early Withdrawal Fees
In certain circumstances as set forth in the Fund’s Governing Documents, Limited Partners may be charged
an early withdrawal fee for withdrawing capital prior to their scheduled liquidity dates. In the event this
fee is charged, it is paid to the Fund and not paid directly to David Capital.
There is no provision for an early withdrawal fee for Limited Partners of the Opportunity Fund.
Item 5.B.
All management fees or incentive allocations received by David Capital with respect to Limited Partners
of the Fund are deducted from the capital accounts of such Limited Partners at the frequency described in
5.A.
Incentive Allocations received by DCP MAM, LLC with respect to the Opportunity Fund will be received
at the time distributions are made to all partners of the Opportunity Fund, subject to provisions described
in 5.A.
Any management fees or performance-based compensation received by David Capital and/or its related
persons with respect to the Advised Accounts are received in accordance with each Advised Account’s
Governing Documents.
Item 5.C.
David Capital renders services to Clients at its own expense and is responsible for overhead costs including
office rent, utilities, furniture and fixtures, employee compensation and insurance, and payroll taxes.
The Funds are responsible for the ordinary and necessary expenses of their operation including, without
limitation, brokerage commissions, research expenses, investment and research-related travel costs, data
provider expenses, trading costs and other investment-related expenses, legal and auditing expenses,
accounting fees, fund administration expenses, custody fees and expenses, insurance premiums of the
Fund, expenses incurred with respect to the preparation of annual reports and other financial information,
subscription fees, and other ongoing operational or service provider expenses.
The Manager may, in its sole discretion, elect to assume certain of the expenses of the Funds on an ongoing
basis, and to no longer assume such expenses at any time in its sole discretion.
Any expenses paid by the Advised Accounts are set forth in each Advised Account’s Governing
Documents, and include brokerage and certain other transaction costs.
See Item 12 of this brochure for a more detailed discussion of David Capital’s brokerage practices.
Item 5.D.
The management fees paid by the Fund and the Sub-Advised Account subject to a management fee are
calculated and paid quarterly in advance.
As the Manager requires at least sixty (60) day prior written notice for capital account withdrawals by
Limited Partners from the Fund and for withdrawals from the Sub-Advised Account, and as such
withdrawals may only occur on the first day of each calendar month, any pro-ration of management fees is
incorporated into the management fee calculated and paid on a quarterly basis, such that refunds of
management fees paid in advance should not occur.
Item 5.E.
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