English Capital Management LLC

Item	5	–	Fees	and	Compensation

A.      Fee Schedule
The fees and compensation payable to English Capital are negotiable and vary among its
Investors. However, the range of compensation is generally as follows:
        1.       Management Fee
With respect to the Funds, English Capital typically receives a quarterly asset-based
management fee calculated as a percentage of each Investor’s capital account, payable
quarterly in arrears. The management fee is generally equal to 0.25% (a 1% annual rate).
        2.       Performance-based Fees
From the Funds, English Capital generally receives a performance allocation equal to a
percentage of the net income allocated to each Investor for the year, but only to the extent
net income allocated to that Investor exceeds any cumulative losses that were allocated to
that Investor for earlier periods and that have not been recovered (a “high water mark”). This
incentive allocation is generally 10% and is typically made at the end of each calendar year.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”), in accordance with applicable state law.
B.      Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Fund assets. Management fees, which are paid in advance, are withdrawn at
the end of the quarter. Performance-based fees are determined as of the last business day of
the calendar year and as of any date on which an Investor makes a withdrawal or receives a
distribution from such Investor’s capital account(s).
C.      Third-Party Fees
Funds shall pay such costs and expenses as English Capital shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which English Capital reasonably determines to be directly related
to the investment of the Fund’s assets); (iii) all administrative, legal, accounting, auditing,
record-keeping, tax form preparation, compliance and consulting costs and expenses; (iv)

                                                                               Part	2A	of	ADV:
                                                      English	Capital	Management	LLC	Brochure

fees, costs and expenses of third-party service providers that provide such services; and, (v)
any extraordinary expenses, among other expenses.
English Capital’s fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses which shall be incurred by the Funds. Such charges, fees and
commissions are exclusive of and in addition to English Capital’s management fee, and
English Capital shall not receive any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.     Prepayment of Fees
English Capital will pro rate the management fee for Fund Interests held for less than a full
quarter as a result of subscribing for interests other than on the first business day of the
quarter. Prepaid but unearned fees are refunded to the Fund and/or Investors, as the case
may be.
E.     Outside Compensation for the Sale of Securities
Neither English Capital nor its supervised persons accept compensation for the sale of
securities or other investment products outside of its association with English Capital.
The	foregoing	discussion	in	Items	5	represents	English	Capital’s	basic	compensation
arrangements.	 The	 management	 fees	 and	 incentive	 allocations	 described	 above	 are
structured	to	comply	with	Rule	205‐3	under	the	Advisers	Act	and	applicable	state	laws.
Fees	 and	 other	 compensation	 are	 negotiable	 in	 certain	 circumstances	 and
arrangements	with	any	particular	Investor	may	vary.	Although	English	Capital	believes
its	 fees	 are	 competitive,	 lower	 fees	 for	 comparable	 services	 may	 be	 available	 from
other	investment	advisers.

Item	7	–	Types	of	Clients

English Capital provides investment advice and management to the Fund. English Capital may
in the future provide the same or similar services to other privately placed investment funds
and/or separately managed accounts.
English Capital intends to restrict the number of Investors in the Funds and will offer
Interests only through non-public transactions in order to maintain their exclusion from
“investment company” status under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
Prospective Investors in the Funds must meet eligibility criteria, and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Constituent Documents, which set forth all of the terms in detail.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under
the Securities Act of 1933), an Investor who is eligible to enter into a performance fee
arrangement under state and/or federal law, as applicable, and must meet other criteria as
specified in the Constituent Documents. The minimum initial investment is $200,000, and the
minimum additional investment is $10,000, subject to waiver at the discretion of English
Capital.