Item 5 – Fees and Compensation
Investment Management
Fees for the Limited Partnership are as follows: in consideration for its services, including bearing
certain expenses, the Fund will pay to the Investment Manager a fee for investment management
services (the "Management Fee"). The Management Fee for each fiscal quarter will be equal to
0.5% (2.0% per annum) of the beginning net asset value of each capital account for such fiscal
quarter. The Management Fee will be calculated and paid in advance but will be amortized
monthly by the Fund over the quarter for which such Management Fee is paid.
The Management Fee will be prorated for any capital contribution or withdrawal by a Limited
Partner that is effective other than as of the first day of a quarter. In the event of a withdrawal by
a Limited Partner other than as of the last day of a quarter, the Investment Manager will repay to
the Fund an amount equal to the pro rata portion of the Management Fee, based on the actual
number of days remaining in such quarter.
In the sole discretion of the General Partner, the Management Fee may be waived, reduced or
calculated differently with respect to certain Limited Partners, including, without limitation,
Related Investors (see Item – 6 below for definition of “Related Investors”).
Fees are negotiable for separately managed accounts and are determined on a case-by-case basis
with each client based upon the scope of investment advisory services to be provided.
Fee Billing
The Management Fee for the Limited Partnership will be calculated and paid in advance but will
be amortized monthly by the Fund over the quarter for which such Management Fee is paid. The
offering documents for the Fund provide for fees to be directly deducted from the client accounts.
The fee for Separately Managed Accounts will be set forth in the Management Agreement between
the Adviser and the Managed Account and may differ between clients.
Other Fees
Clients will likely incur fees from investment expenses, whether or not such investments are
consummated (such as brokerage commissions, expenses relating to short sales, clearing and
settlement charges, custodial fees, bank service fees and interest expenses); investment-related
travel expenses (which are travel expenses related to the purchase, sale or transmittal of, or due
diligence regarding, the Fund's investments, whether or not such investments are consummated,
incurred by the Investment Manager or the General Partner); professional fees (including, without
limitation, expenses of consultants, investment bankers, attorneys, accountants and other experts)
relating to investments; fees and expenses relating to software tools, programs or other technology
utilized in managing the Fund (including, without limitation, third-party software licensing,
implementation, data management and recovery services and custom development costs); research
and market data (including, without limitation, any computer hardware and connectivity hardware
(e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and
market data); administrative expenses (including, without limitation, fees and expenses of the
Administrator); legal expenses; external accounting and valuation expenses (including, without
limitation, the cost of accounting software packages); audit and tax preparation expenses; costs of
printing and mailing reports and notices; taxes; corporate licensing; regulatory expenses
(including, without limitation, filing fees); organizational expenses; expenses incurred in
connection with the offering and sale of the Interests and other similar expenses related to the
Fund; indemnification expenses; and extraordinary expenses.
Generally, Fund expenses, other than the Management Fee and any expenses which the General
Partner determines in its sole discretion should be allocated to a particular Partner or Partners, will
be charged to the capital accounts of all the Partners on a pro rata basis. To the extent that expenses
to be borne by the Fund are paid by the General Partner or the Investment Manager, the Fund will
reimburse such party for such expenses.
If any of the expenses listed above are incurred for the account of the Fund as well as for any Other
Accounts, such expenses will be allocated among the Fund and such Other Accounts in proportion
to the size of the investment made by each to which such expense relates, or in such other manner
as the General Partner considers fair and equitable.
The organizational and offering expenses of the Fund may be amortized by the Fund for up to a
sixty-month period. Amortization of such expenses over a period that is up to sixty months is a
divergence from U.S. generally accepted accounting principles ("GAAP"), which may, in certain
circumstances, result in a qualification of the annual audited financial statements of the Fund.
From time to time, the Investment Manager or General Partner may, in its sole discretion, bear any
of the Fund's expenses listed above; provided, if the Investment Manager or the General Partner
bears any such expenses, such party will not be required to continue to bear such expenses and
may cause the Fund to bear such expenses going forward.
Additional details on fees and compensation can be found in the Fund’s Private Placement
Memorandum.
Expenses for Separately Managed Accounts shall be borne in accordance with the Management
Agreement.
Item 6 – Performance-Based Compensation
For Separately Managed Accounts, the Adviser will seek to negotiate a management fee and/or
fixed fee and a performance-based fee for investment advisory services provided to all clients.
Currently, there are no client relationships whereby a conflict could arise as a result of a
performance-based fee charged to one client versus an hourly or flat fee or asset-based fee charged
to another client. The performance-based fee arrangements discussed above comply with Rule
...