Item 5 – Fees and Compensation
Advisory Contracts and Fees
5.A. Adviser Compensation
Detailed descriptions of fees charged to Investors in the Fund are included in the Fund’s
offering documents. In addition, Kirkwood and the Fund’s general partner have authority to
waive or reduce fees charged to certain Investors.
Asset‐Based Compensation
Kirkwood is paid a management fee, payable quarterly in advance, of 1% per year of the
value of each Investor’s interest in the Fund, calculated as of the first day of the calendar
quarter.
Performance‐Based Compensation
The Fund’s general partner, Kirkwood Advisors, LLC, is entitled to receive an annual
performance-based allocation equal to 20% of the net capital appreciation credited to each
Investor in the Fund, subject to a high water mark. The performance allocation, if any, is
generally calculated and determined as of December 31st of each year, but may be calculated
on other dates, such as upon the termination of the Fund and the final liquidation of its assets.
If an Investor withdraws on a date other than December 31st, the performance allocation
will be calculated with respect to the actual change in net capital appreciation through and
including the date of withdrawal. Any performance-based compensation complies with Rule
205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
5.B. Direct Billing of Advisory Fees
Management fees and performance allocations, if any, are deducted directly from the Fund’s
account by its custodian, in accordance with invoices and instructions prepared by Kirkwood
and the Fund’s offering documents.
5.C. Other Non‐Advisory Fees
The management fee and the performance allocation are exclusive of brokerage
commissions, transaction fees, and other related costs and expenses that are incurred by the
Fund and indirectly borne by Investors. The Fund incurs certain charges for services by
custodians, brokers, administrators, lawyers, auditors and other third parties such as
custodial fees, wire transfer and electronic fund fees, audit and legal fees, and other fees and
taxes on brokerage accounts and securities transactions. The Fund’s portfolio may include
positions in mutual funds or exchange traded funds that also charge management fees. Such
charges, fees, and commissions are exclusive of, and in addition to, Kirkwood’s fees.
Kirkwood does not receive any portion of these commissions, fees, and costs.
Item 12 below describes the factors that Kirkwood considers in selecting broker-dealers for
Fund transactions and determining the reasonableness of their compensation (e.g.,
commissions).
5.D. Advance Payment of Fees
Fees include an annual management fee of 1%, which is generally payable quarterly as of the
first day of the quarter. Management Fees are charged on a prorated basis with respect to
capital contributions accepted on days other than the first business day of a calendar quarter.
If any Investor withdraws all or a portion of its capital account from the Fund on any day
other than the last day of a calendar quarter, such Investor’s capital account will be credited,
on the withdrawal date, with the unearned portion of the management fee attributable to
the percentage withdrawn as of such date.
5.E. Compensation for Sale of Securities or Other Investment Products
Neither Kirkwood nor its supervised persons accept compensation for the sale of securities
or other investment products, including asset-based sales charges or service fees from the
sale of mutual funds.