ITEM 5: FEES AND COMPENSATION
Landmark typically charges fees that are based upon a set of assets under management and/or performance
for the Fund, and Gross Market Value (“GMV”) for the Sub Advised Fund. Below is a summary of the types
of fees payable by investors in our Funds and Sub Advised Funds. Detailed disclosure about the fees and
expenses applicable to services provided by Landmark can be found in each Client’s respective operating
document or investment advisory agreement. Those documents should be carefully reviewed prior to
making an investment in any Fund. Each capitalized term not defined herein this section contains the
meaning within each respective Governing Documents.
Funds
The following information is a summary only and is qualified in the Fund’s Governing Documents:
Management Fee. In consideration for the investment management services provided by Landmark, the
Fund will pay, in advance, the Investment Manager a quarterly management fee (the “Management Fee”).
The Management Fee will be equal to the Management Fee Applicable Percentage (as defined below)
multiplied by the balance in each investor’s capital account maintained for a Series (as defined below) of
Interests in the Fund as of the beginning of the then-current calendar quarter computed prior to the accrual
of any Performance Allocation (as defined below) applicable to such investor’s capital account. The
“Management Fee Applicable Percentage” means (i) 0.375% (1.50% on an annualized basis) for the Series
A Interests and (ii) 0.250% (1.00% on an annualized basis) for the Founders Series Interests.
Performance Allocation. Generally, at the end of each fiscal year (or other accounting period when a
calculation of the Performance Allocation is required) of the Fund, the General Partner will have reallocated
to its capital account in the Fund an amount equal to the Performance Allocation Applicable Percentage (as
defined below) of the Net Increase (as defined below) preliminarily allocated to each investor’s capital
account maintained for a Series of Interests for such fiscal year (or other accounting period) (subject to the
recovery of net losses allocated to the Loss Recovery Sub-Account) (such reallocated portion to the General
Partner at the Master Fund, the “Performance Allocation”). The “Performance Allocation Applicable
Percentage” means (i) twenty percent (20%) for the Series A Interests and (ii) fifteen percent (15%) for the
Founders Series Interests.
Expenses
Expenses are divided between Fund-related expenses borne by each Fund and Investment Manager-related
expenses borne by the Investment Manager (collectively, “Investment Manager Expenses”). Fund expenses
are divided into two categories: Fund operating expenses and Organizational Expenses (asdefined below).
Fund Operating Expenses. Each respective Fund will bear all expenses relating to its ongoing structure and
operation (either directly or indirectly by reimbursing the general partner or the Investment Manager for
amounts incurred by either of them on behalf of the Fund), including: the Management Fee; all investment-
related costs and expenses (i.e., expenses that, in the Investment Manager’s sole discretion, are related to
the investment of the Fund’s assets, whether or not such investments are consummated), including
commissions and charges, interest on margin accounts and other indebtedness, expenses relating to short
sales, clearing and settlement charges, option premiums and custodial and service fees, research- related
expenses (including research-related travel expenses) and expenses relating to consultants, attorneys,
brokers or other professionals or advisors who provide research, advice or due diligence services with
regard to investments; fees and expenses related to portfolio exposure and performance management
systems, risk management services and software related to trade reconciliation, treasury, margin, financial
and counterparty management, risk monitoring, performance reporting, valuation quotation services (e.g.,
Bloomberg terminals, historical and live financial data and other similar services and data feeds) and trade
order management systems (including systems that facilitate trade compliance, commission management,
stock locates and transaction cost analysis, and third party service providers used for implementation,
custom reporting, updates, consultations, support, maintenance, monitoring and data extracts); the Fund’s
legal, accounting, tax preparation and other tax-related expenses (including preparation and mailing costs
of financial statements, tax returns and other reports to investors), auditing, consulting and other
professional expenses; third-party administration costs, fees and expenses (including any costs, fees and
expenses related to investor communications, relations, reporting or other investor materials, performance
information, data extraction and other types of reporting and any audit or accounting services provided by a
third-party administrator); compliance and reporting expenses and expenses attributable to regulatory
filings that are made with respect to the Fund or its assets (including Section 13, Section 16, Form D, Form
PF, the Foreign Account Tax Compliance Act, anti-money laundering compliance, state security filings,
general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non- U.S.
filings); the Fund’s pro rata share of Fund-related insurance costs (including the Fund’s pro rata portion of
director’s and officer’s insurance, errors and omissions insurance, fidelity insurance and other similar
policies covering the general partner, the Investment Manager; any taxes (including, without limitation,
any withholding taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-
related charges or duties); all costs and expenses incurred in attempting to protect and enhance the value of
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