ITEM 5 FEES AND COMPENSATION
A. DESCRIPTION AND BILLING
The Fund are currently offering multiple classes of Limited Partner interests (“Class of
Interests”) pursuant to the Fund’s Offering Documents. GCM receives compensation in the
form of management fees (the “Management Fee”), payable quarterly in advance, as of the
first day of each fiscal quarter, of the net asset value of each capital account of such Class of
Interest as of the beginning of such calendar quarter. GCM deducts its fees automatically
from each Limited Partner’s capital account balance pursuant to the fee structure agreed
upon between the Limited Partner and the Fund as detailed in the Fund’s Offering
Documents. Class A has a management Fee of 2.0% per annum and Class B has a
management fee of 0% per annum. The Management Fee is calculated by dividing ¼ by the
applicable Management Fee percentage for each Class of the net asset value of each Capital
Account of such Class, as of the beginning of such quarter (prior to the reduction for any
accrued performance fee). Class B Management Fee may be calculated, the earlier of, (i) the
close of the fiscal quarter or (ii) within 30 days following the liquidation of the Fund’s then
short position and any associated hedging positions.
A pro rata portion of the Management Fee will be paid out of any subscriptions made by
new or existing Limited Partners on any date that does not fall on the first day of a calendar
quarter, based on the actual number of days remaining in such partial quarter. GCM may
also in its sole discretion elect to waive or reduce any accrued Management Fee with
respect to certain Limited Partners.
B. OTHER FEES AND PAYMENTS
The Fund shall pay for all ordinary operating and other expenses, including, but not limited
to, legal, accounting, auditing and other professional expenses, fees paid to an
administrator and other administration expenses, the Management Fee, research expenses
including expenses relating to external consultants, software expenses (limited to risk
management, investment analysis, portfolio accounting and related software), website
development and maintenance expenses, expenses related to the public promotion of
research involving investment theses or ideas, marketing or short activist campaign
expenses, and investment expenses such as commissions, interest on margin accounts and
other indebtedness, custodial fees, bank service fees and other expenses related to the
purchase, sale or transmittal of Fund assets, and other similar expenses related to the Fund,
as the General Partner determines in its sole discretion. Please see the Offering Documents
for a complete description of fees and expenses.
The costs associated with the Consulting Adviser may be borne by the Fund. The Consulting
Adviser’s compensation may be based, in part, on factors related to trading activity and/or
strategy implementation, which creates an incentive to recommend increased trading or
particular strategies.
C. REFUND AND TERMINATION POLICY
If a Limited Partner makes a withdrawal at any time other than at the end of a quarter, no
part of the Management Fee will be refunded in the event that a Class A Limited Partner
withdraws, whether voluntarily or involuntarily, all or any of the value in such Class A
Limited Partner’s capital account during any fiscal quarter. Class A Interests are subject to
a withdrawal reduction of 5% of such withdrawal amount for a withdrawal prior to the
Limited Partner’s 12 month anniversary. The sum will be retained by the Fund and re-
allocated 50% to the Fund and 50% to the General Partner. Class B does not have an early
withdrawal fee. GCM may, in its sole discretion, reduce, waive or rebate all of or a portion
of the Management Fee with respect to Class A Limited Partners.
Subject to the audit and legal expense holdback below, the balance of Class B Limited
Partner Capital Account will be distributed to such Class B Limited Partner within 30 days
automatically following the liquidation of the Fund’s then short position and any associated
hedging positions.
Any distributions of capital to a Limited Partner that constitutes together prior
distributions and withdrawals within any fiscal year, less than 98% of the value of such
Limited Partner’s capital account will be paid within thirty days after the applicable
withdrawal date. The balance of the amount payable upon such withdrawal will be paid,
without interest, within 30 days after completion of the audited financial statements for the
fiscal year in which the withdrawal occurs. In addition, an amount equal to 4% of each
withdrawal or distribution will be retained by the Fund for 12 months from the date of such
withdrawal or distribution and held in reserve for payment of legal expenses, liabilities and
indemnifications associated with a short position to which such Limited Partner was
allocated while a Limited Partner of the Fund. In the event the legal expense holdback is
not utilized or only partially utilized, any remainder of such legal expense holdback will be
distributed to such Limited Partner 12 months after the withdrawal or distribution giving
rise to such holdback.
D. OTHER COMPENSATION
Neither GCM nor its supervised persons accept any compensation for the sale of securities
or other investment products, including asset-based sales charges or services fees from the
sale of mutual funds.
GCM does not charge a fee to the recipients of published research reports shared with the
broader investment public on affiliated or unaffiliated sites.