Item 5 Fees and Compensation
Fees are charged in arrears as follows and are subject to change in accordance with the terms of the
Partnership Agreement for the Fund:
Management Fee. A fee of 1% per annum of net asset value is charged to all Limited Partners.
This fee is calculated and payable in arrears at the beginning of each calendar month (1/12th of
1%). The management fee is allocated among the Limited Partners in proportion to their capital
account balances. The Management Fee is payable to DHI in consideration of its administrative
support services for activities of the General Partner.
Incentive Allocation. The General Partner earns an incentive allocation of 20% of the net profits
of the Fund, which is charged to all Limited Partners pursuant to the Limited Partnership
Agreement. The incentive allocation is subject to a "high water mark" that restricts the General
Partner from receiving this allocation if a Limited Partner has not recognized cumulative net profits
as of the date of such allocation. The incentive allocation is generally earned at the end of each
fiscal year and is charged to Limited Partners in accordance with provisions of SEC Rule 205-
3. All Fund Limited Partners are qualified clients, as defined in SEC Rule 205-3.
Lock-up, Liquidity & Withdrawal Provisions
In general, Limited Partners are not permitted to withdraw their capital from the Fund until after the first
anniversary of the Limited Partner's admission to the Fund. After the first anniversary, the Fund
provides specific liquidity dates when a Limited Partner is permitted to make a partial or complete
withdrawal of their capital, according to the terms of the Fund's Partnership Agreement.
After the first anniversary, the Value Fund provides liquidity dates for partial withdrawal of at least
$50,000 of a Limited Partner's capital with 30 days' advance notice quarterly as of the end of each
Fiscal Quarter (as defined in the Partnership Agreement), as long as the Limited Partner's capital
account does not fall below $100,000.
If securities are liquidated, distributed in kind, or segregated in a separate account to effectuate a
withdrawal requested by a Limited Partner, the costs incurred by the Fund associated with such
withdrawal (all the "Extraordinary Withdrawal Costs") will be allocated to the capital account of the
withdrawing Limited Partner. For the Value Fund, the Partnership Agreement provides that if a Limited
Partner's withdrawal is effective on a date other than the last day of a Fiscal Quarter, in the General
Partner's discretion, the Extraordinary Withdrawal Costs may also include a charge that will
reflect actual or estimated extraordinary accounting and other administrative costs to the Fund and
existing Limited Partners associated with permitting such mid-quarter withdrawal.
If a Limited Partner withdraws any of its capital, the General Partner may impose a "Withdrawal Fee"
of up to 1% of the capital requested to be withdrawn, which the General Partner may net against
the capital requested to be withdrawn prior to payment. The Withdrawal Fee is separate from and in
addition to the Extraordinary Withdrawal Costs allocable to the Limited Partner. The General Partner
may, in its sole discretion, waive or modify any condition or requirement for a Limited Partner's
withdrawal of capital, including without limitation, completion of the lock-up period, compliance with
notice requirements, and payment of the Withdrawal Fee and Extraordinary Withdrawal Costs.
Payment in connection with a Limited Partner's partial withdrawal will be made within 30 days after the
quarterly liquidity dates provided by the Fund's Partnership Agreement, without any interest. For
a complete withdrawal, payments will be made as follows:
• 90% (or a lesser percentage, as determined by the General Partner, in its discretion) of the
General Partner's estimate of the amount owed to the Limited Partner with respect to the capital
withdrawal will be paid to the withdrawing Limited Partner within 30 days after the quarterly
liquidity date, without interest, and the balance will be paid, without any interest, within 10 days
following completion of the Fund's financial statements for the Fiscal Year in which the
withdrawal is effective.
The General Partner of the Fund determines the proportion of cash and securities (and which
securities) that will comprise the payment of a Limited Partner's capital. The Fund's Partnership
Agreement contains detailed provisions governing the General Partner's and Limited Partner's rights
and obligations with respect to capital distributions.
DHI will pay and bear, and not be entitled to any reimbursement for, the following routine operating
expenses: salaries, benefits and other related compensation of employees providing services on
behalf of the General Partner and rent for office use. All other Fund expenses shall be borne by, or
reimbursed to DHI or the General Partner by, the Fund, including legal, audit and accounting fees
incurred by or on behalf of the Fund, fees and costs related to investments in securities (including
brokerage commissions and other transaction-related expenses), internal management and
shareholder distributions (including any asset-based fees, such as so-called 12b-1 fees) borne
indirectly by the owners of shares of investment company securities (including mutual funds and
exchange traded funds) wire and electronic fund fees, and legal, research and due diligence fees and
expenses, taxes imposed on the Fund, fees or assessments in connection with any regulatory
approvals deemed appropriate by the General Partner, interest on margin accounts, bank service fees
and expenses of Limited Partner meetings.
Negotiability of Terms
The General Partner reserves the right, in its sole discretion, to negotiate the terms of a Limited
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