ITEM 5. FEES AND COMPENSATION
Management Fees
Pursuant to the terms and subject to the conditions set forth in the Fund Governing Documents and
the subscription and other agreements with each investor, Goodlander or an affiliate is authorized
to receive management fees from the Feeder Funds.
The Firm has designated certain limited partners’ capital accounts as “Founders Class” capital
accounts. For Founders Class capital accounts, the Firm is generally entitled to a management fee
(the “Founders Class Management Fee”) at an annual rate of 1.25% of the balance of each
Founders Class capital account. The Founders Class Management Fee is calculated and paid each
calendar quarter in advance. For capital accounts that are not Founders Class capital accounts, the
Firm is generally entitled to a management fee (the “Management Fee”) at an annual rate of 1.50%
of balance of each such capital account. The Management Fee is calculated and paid each calendar
quarter in advance. References herein to the “Management Fee” shall include the Founders Class
Management Fee, unless otherwise specified or context so requires.
Management Fees are deducted directly from each Limited Partner’s capital account. At the
discretion of the General Partner, but without any duplication of fees, the Management Fees may
be charged either (i) at the Onshore Feeder level through the Capital Account of each Limited
Partner of the Onshore Feeder, or (ii) at the Master Fund level through capital sub-accounts
established with the Master Fund that correspond to the capital account (and capital sub-accounts,
if any) of each Limited Partner of the Fund.
The General Partner may waive or alter the Management Fee with respect to any Limited Partner
in its sole discretion. Goodlander affiliates will not be charged any Management Fee with respect
to their interests in the Funds.
If a Limited Partner is permitted to exit the Fund prior to the end of the quarter, the Firm will
refund any unearned pre-paid management fees, prorated to the date of termination.
For any Sub-Advisory and SMA clients, the management fee is generally charged monthly in
advance at the rate of one twelfth of the annual management fee and deducted from the
managed assets as described below. Certain Sub-Advisory and SMA clients are charged in arrears,
however for operational purposes are billed at the end of the quarter. The management fee is
calculated for each calendar month based on the fair market value of the managed assets as reported
by the sub advisory and/or SMA client’s administrator at the close of market on the last business
day of the previous calendar month, including cash. Cash and accrued interest, if any, is added to
the monthly balance in the calculation of the management fee. Management fees for each sub-
advisory and/or SMA client are charged pursuant to terms negotiated in the agreement with each
client based on various factors, including, but not limited to, the size of the sub-advisory and SMA
client and the nature of the advisory services provided. Accordingly, sub-advisory and/or SMA
management fees may differ from Fund management fees. A sub-advisory and/or SMA
management fee will be subject to change and may be changed by the Firm, in its sole discretion,
after giving written notice to a client with such new fees effective 30 days after the date of the
written notice.
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If the investment management agreement with any sub-advisory and/or SMA client is terminated
prior to the end of the period, the Firm will refund any unearned pre-paid management fees,
prorated to the date of termination.
Performance Allocation
An affiliate of the Firm, Goodlander SLP, LP, (the “Special Limited Partner”), is entitled to
receive a performance allocation from the Funds, as more fully set forth in fund offering materials.
For the Founders Class, the Special Limited Partner is entitled to a performance-based profit
allocation at the end of each Calculation Period (and/or at certain other times discussed in Fund
offering materials) equal, generally, to 15.0% of the amount by which, generally, the Fund’s net
profits allocated to each Founders Class Capital Account for the current Calculation Period
exceeds the balance in the Carryforward Account (as defined in Fund offering materials). With
respect to Capital Accounts that are not Founders Class Capital Accounts, the Special Limited
Partner is entitled to a performance-based profit allocation at the end of each Calculation Period
(and/or at certain other times discussed in Fund offering materials) equal, generally, to 20.0% of
the amount by which, generally, the Fund’s net profits allocated to such Capital Account for the
current Calculation Period exceeds the balance in the Carryforward Account (as defined in Fund
offering materials). Net profit includes unrealized appreciation or depreciation of both marketable
and non-marketable investments.
Each investor in the Fund generally is required to represent that it is a “qualified client” (as defined
in Rule 205-3 of the Advisers Act).
The General Partner and/or the Firm (as applicable) may agree with certain investors to a variation
of the terms set forth in this Brochure or establish additional classes of interests that have terms
that differ from those described herein, including different management fees and performance
allocation.
For any sub-advisory and/or SMA clients, with respect to each Calculation Period (as defined in
each client’s respective SMA investment advisory agreement), clients shall pay the Firm a
performance fee at a rate equal to 15% of any New Trading Profit (as defined in the client’s
investment advisory agreement). The performance fee will be deducted from the Managed Assets.
The performance fee of some sub-advisory and SMA clients is subject to a hurdle rate.
Other Fees & Expenses
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