ITEM 5 — FEES AND COMPENSATION
Growth Interface’s Basic Advisory Fees
The Partnership shall pay the Investment Manager a non-refundable fee for every quarter the Investment Manager
renders advisory and management services to the Partnership (the “Management Fee”). The Management Fee is a
flat fee payable quarterly, calculated and billed by the Investment Manager in advance. The total Management Fee
payable to the Investment Manager in any fiscal year shall be equal to 0.50% of the Partnership’s net asset value
at the beginning of that year (“Fee Threshold”) or such lesser amount determined or adjusted, on a quarterly basis,
in the sole discretion of the Investment Manager. However, if the Fee Threshold for the year is below $500,000
USD, then the total Management Fee charged for that year in which it is so below shall be $500,000 USD, as long
as such amount does not exceed 2.00% of that year’s beginning net asset value (in which event the total
Management Fee will be an amount equal to 2.00% of that year's beginning net asset value).
As an example of calculating Fee Threshold, if the Partnership's net asset value at the beginning of fiscal year
2022 is 500 million USD, the Fee Threshold for fiscal year 2022 would equal 2.5 million USD (two and a half
million dollars).
Fees are generally not subject to negotiation by the Partnership.
Deduction of Fees
Growth Interface generally bills the General Partner in advance for each quarter.
Other Fees and Expenses
In addition to the advisory fees, Growth Interface may also be entitled to reimbursements of pre-approved
expenses that were incurred in relation with the performance of its duties under the investment management
agreement. However, Growth Interface must bear on its own any discretionary expense outside the negotiated
management fees it may incur with relation to its routine operations.
All fees are exclusive of expenses incurred by the Partnership with other parties (e.g. interest expenses,
brokerage fees/commissions, administration fee, legal fees, etc.).
The Partnership is responsible for reimbursing such expenses the Investment Manager may pay on the
Partnership’s behalf.
Generally, The Partnership shall bear, from the assets of the Partnership, all expenses the General Partner
deems necessary or desirable including, without limitation, fees and expenses payable to service providers
that it retains on behalf of the Partnership, any taxes payable by the Partnership, all investment expenses
(i.e., expenses that the General Partner reasonably determines to be directly related to the investment of the
Partnership’s assets, such as clearing, execution and brokerage commissions and fees, interest expenses and
investment advisory fees), legal and accounting expenses, information technology, news wires and other
research services related to the Partnership’s operations, all reasonable costs relating to the preparation and
filing of the Partnership’s tax returns, any reasonable ordinary and extraordinary expenses of the General
Partner.