Item 5 - Fees and Compensation
Fees paid by the Fund are calculated based on the total assets under management as well as the
net realized and unrealized appreciation in the net asset value of the applicable Fund’s assets under
management. Generally, a monthly management fee is paid, in arrears, to Good Hill equal to 1.75%/12
(1.75% annualized) of the opening capital account balance(s) of each investor in the Fund for each month.
The management fee is calculated each month, based on the balance in each capital account as of the
first day of the month, but will be debited from each capital account as of the last day of the month. The
management fee will be pro-rated for partial periods. The capital account of the general partner for the
Fund will not be subject to the management fee. Generally, at the end of each fiscal year of the Fund,
20% of the excess of any net capital appreciation allocated to each capital account of an investor for
such year over the management fee debited to such capital account for such year will be reallocated
to the Investment Manager or the general partner to the fund as an incentive fee/allocation (the
“Incentive Fee/Allocation”).
Fees are directly deducted from the Fund’s account. Good Hill does not accept compensation or
fees for the sale of securities or other investment products. Fund fees are not generally negotiable.
However, with the consent of Good Hill, fees for any particular investor may be reduced, waived or
calculated differently including, without limitation, partners or employees of Good Hill, their respective
immediate family members and trusts or other vehicles established for the benefit of such persons.
Fees for Managed Accounts, exclusive of the Sub-Advisory Relationships, are negotiated on a
case-by-case basis. Generally, a monthly management fee is paid by each Managed Account, in arrears,
to Good Hill equal to one-twelfth of the applicable management fee percentage of the net asset value of
the assets under management. This management fee is due from the client on a monthly basis. No
incentive fees are paid to Good Hill for any Managed Account.
Good Hill currently retains one sub-advisory agreement with an investment adviser sponsor to
the UCITS. In return for its sub-advisory services, Good Hill is paid a monthly management fee by the
investment adviser based on assets under management subject to the terms of the sub-advisory
agreement. The sub-advisory agreement between Good Hill and the investment adviser may be
terminated at any time.
In addition to Good Hill’s and/or the relevant affiliate’s fees, unless and to the extent otherwise
specified in the relevant Fund’s private placement memorandum or the Managed Account agreement,
Fund and Managed Account investors indirectly bear certain fees and expenses charged to the Fund and
the Managed Account. Such fees vary, and may include, but are not limited to, the following: expenses
of the offering of the Fund shares or interests; legal and compliance fees and expenses; audit and
accounting fees; insurance costs and expenses; administrative, custodial and transaction fees; costs and
commissions paid to custodians, broker-dealers and other third parties; and investment and research
related expenses, including computer, newswire and quotation services and data processing charges.
Fund and Managed Account investors should review all fees charged by Good Hill and its affiliates,
custodians, and broker-dealers and other third parties to fully understand the total amount of fees to be
paid by the Funds or Managed Account. Please also see Item 12 – Brokerage Practices below.
Each eligible Fund and Managed Account also generally bears a pro rata portion (based on
aggregate net asset value) of applicable common investment-related expenses. Such common operating
expenses include research and analytic expenses (such as Bloomberg subscriptions) as well as other
related fees and charges. Such expenses are allocated pro rata to only the Fund and Managed Account
that utilize services related to those expenses.
Good Hill may also enter into individual consulting contracts and receive consulting fees. These
fees may vary in amount and may be paid at any time from the inception of the contract to the completion
of the consulting services.