ITEM 5 – FEES AND COMPENSATION
The Feeder Funds offer interests/shares only to certain qualified investors and admission to the
Feeder Funds is not open to the general public. Domestic Fund Investors must be “accredited
investors” under Rule 501 of Regulation D of the Securities Act of 1933, as amended, and
“qualified purchasers” as such term is defined in Section 2(a)(51) of the Investment Company Act
of 1940, as amended. Offshore Fund Investors must be either non-U.S. persons or permitted U.S.
persons and must meet other suitability requirements. Each permitted U.S. person must be an
“accredited investor” and a “qualified purchaser.” Investors and prospective Investors should refer
to the prospectus for the appropriate Feeder Fund for a detailed description of fees.
The Feeder Funds pay a fixed management fee (the “Management Fee”) to Kamunting. The
Management Fee is payable quarterly in advance.
The Offshore Fund pays a Management Fee in an amount equal to either 0.50% (2.0% annualized)
of the net asset value of each series of Class A, B and C shares or 0.625% (1.25% annualized) of
the net asset value of each series of Class D in the Offshore Fund determined as of the beginning
of such fiscal quarter. In addition, a pro rata portion of the Management Fee will be paid to
Kamunting out of any subscriptions made to the Offshore Fund by new or existing Offshore Fund
Investors on any date that does not fall on the first day of a fiscal quarter, based on the number of
months remaining in such partial quarter. The Management Fee will be calculated and paid in
advance but will be amortized monthly by the Offshore Fund over the fiscal quarter for which such
Management Fee is paid. In the case of a redemption by an Offshore Fund Investor other than as
of the last day of a fiscal quarter, a pro rata portion of the Management Fee (based on the number
of months remaining in such partial quarter) will be repaid by Kamunting to the Offshore Fund
and distributed to the redeeming Offshore Fund Investor.
The Domestic Fund pays Kamunting a fixed Management Fee, as of the beginning of each fiscal
quarter, equal to 0.50% (2.0% annualized) of each Domestic Fund Investor’s beginning capital
account for the fiscal quarter. In addition, a pro rata portion of the Management Fee will be paid
to Kamunting out of any capital contributions made to the Domestic Fund by new or existing
Domestic Fund Investors on any date that does not fall on the first day of a fiscal quarter, based
on the number of months remaining in such partial quarter. The Management Fee will be
calculated and paid in advance but will be amortized monthly by the Domestic Fund over the fiscal
quarter for which such Management Fee is paid. In the case of a withdrawal by a Domestic Fund
Investor other than as of the last day of a fiscal quarter, a pro rata portion of the Management Fee
(based on the number of months remaining in such partial quarter) will be repaid by Kamunting to
the Domestic Fund and distributed to the withdrawing Domestic Fund Investor.
Generally at the end of each fiscal year, Kamunting or its affiliate receive an incentive fee or
allocation (the "Performance Compensation") equal to either 20% for Class A, B and C and 25%
for Class D of realized and unrealized profits, calculated on a high watermark basis. Performance
Compensation will also be paid in respect of shares or interests redeemed or withdrawn prior to
the end of a fiscal year.
Investors indirectly bear the Management Fees and Performance Compensation. The portion of
the Management Fee and Performance Compensation attributable to an Investor is deducted from
an Investors’ assets invested in the Feeder Funds. Investors do not have the ability to choose to be
billed directly for fees incurred.
Management Fees and Performance Compensation applicable to any Investor may be (and have
been) waived or modified in the sole discretion of Kamunting (in the case of the Offshore Fund)
or the Domestic Fund GP (in the case of the Domestic Fund).
In addition to Management Fees and Performance Compensation, the Feeder Funds bear their own
expenses and their pro rata share of the Master Fund's expenses, including, but not limited to: fees
to the Feeder Fund’s administrator, investment expenses (i.e., expenses related to the investment
of the Feeder Fund's and the Master Fund's assets, including, without limitation, brokerage
commissions, research-related expenses (including, without limitation, news and quotation
equipment and services), investment- and trading-related computer hardware and software
(including trade order management software (i.e., software used to route trade orders) and
installation expenses associated with hardware used primarily for investment and trading
purposes), interest expense and professional and consulting fees relating to particular investments),
expenses relating to risk management with respect to the Master Fund's portfolio, investment-
related travel expenses, legal expenses, accounting, audit and tax preparation expenses, fees paid
to the members of the Offshore Fund’s board of directors (applicable to Offshore Fund Investors
only) and to the members of the board of directors of the Master Fund, expenses relating to
obtaining liability insurance for directors and officers of the Offshore Fund (applicable to Offshore
Fund Investors only) and Master Fund, Kamunting and its partners, the Domestic Fund GP and its
members, entity-level taxes, organizational expenses, expenses relating to the offer and sale of
shares or interests in the Funds, other expenses associated with the operation of the Funds and all
extraordinary expenses.
Performance Compensation will also be paid with respect to shares or interests redeemed or
withdrawn prior to the end of a fiscal year.
Investors indirectly bear the Management Fees and Performance Compensation. The portion of
the Management Fee and Performance Compensation attributable to an Investor is deducted from
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