Item 5 - Fees and Compensation
Investors in the Fund will generally be subject to (i) a quarterly management fee
(“Management Fee”), payable in advance equal to 0.375% (1.5% per annum) of such
investor’s capital account balance as of the beginning of each quarter; and (ii) an annual
performance allocation (“Performance Allocation”) equal to 20% of each investor’s ratable
share of the Fund’s profits for each year, but only to the extent that such profits exceed
such investor’s “high water mark” as further described in the Fund Documents.
A pro rata portion of the Management Fee will be paid out of any initial or additional
capital contributions to the Fund on any date that does not fall on the first day of a quarter,
based on the number of days remaining in such partial quarter. No portion of the
Management Fee will be refunded in connection with any investor withdrawals during a
quarter.
The Adviser will be responsible for and shall pay, or cause to be paid, all ordinary office
overhead expenses, including rent, employee salaries and other compensation of all its
employees and other personnel.
The Fund bears all costs and expenses associated with its operations, including, without
limitation: Operating expenses including, but not limited to, organizational expenses, legal
expenses (including the costs of on-going legal advice and services, blue sky filings and
all costs and expenses related to or incurred in connection with the Adviser’s compliance
obligations under applicable federal and state securities and related regulations arising out
of its relationship to the Fund as well as extraordinary legal expenses); the Management
Fee; accounting fees and audit expenses; administrative fees; tax preparation expenses and
any applicable tax liabilities (including transfer taxes and withholding taxes); other
InterCapital, LLC Form ADV: Part 2A Page 5
governmental charges or fees payable by the Fund; director and officer and/or errors and
omissions liability insurance premiums or fiduciary liability insurance premiums for
directors, officers and personnel of the Adviser; costs of printing and mailing reports and
notices; and other similar expenses related to the Fund, as the Adviser determines in its
sole discretion.
Investment expenses relating to the Fund’s ordinary investment and trading activities,
including, but not limited to, investment-related expenses (such as brokerage commissions,
clearing and settlement charges, custodial fees, interest expenses, expenses relating to
consultants, brokers or other professionals or advisors who provide research, advice or due
diligence services with regard to investments, appraisal fees and expenses, insurance costs,
wiring fees, currency conversion costs, foreign transaction fees, and investment banking
expenses); research costs and expenses (including fees for news, quotation and similar
information and pricing services); and other similar expenses related to the Fund, as the
Adviser determines in its sole discretion.
Management fees and performance-based fees or allocations are generally not refundable,
including upon the termination of the advisory contract.
Side Letters
The Adviser may, in its sole discretion, enter into arrangements with investors under which
the Management Fee or Performance Allocation is reduced, waived, or calculated
differently with respect to such investors, including, without limitation, investors that are
members, affiliates or employees of the Adviser, members of the immediate families of
such persons and trusts or other entities for their benefit, or investors that make a substantial
investment or otherwise are determined by the Adviser in its sole discretion to represent a
strategic relationship. The Adviser may also offer increased or different information rights,
withdrawal rights, or other rights through one or more letter agreements, the terms of which
will not generally be disclosed to the investors.
Neither the Adviser nor any of its supervised persons accept compensation for the sale of
securities or other investment products.