Item 5 - Fees and Compensation
The Adviser offers investment management services to clients in accordance with
applicable laws, rules and regulations. Where applicable, clients are charged fees based
upon the market value of the assets being managed by Adviser (a “Management Fee”).
Where applicable, qualified clients may also be charged a fee based upon the performance
of their accounts (a “Performance Fee”). Performance fees are paid to the Adviser or the
general partner of each Fund as set forth in the Fund’s Agreements with the Adviser and
general partner.
The Adviser provides investment management services to the Funds as follows:
Landscape Capital Partners, LP is charged an annual Management Fee equal to two percent
(2%) of assets under management, in addition to a Performance Fee equal to twenty percent
(20%) of the amount by which the net profits allocable to a limited partner’s interest
exceeds a cumulative rate of return equal to the 1-month constant maturity U.S. Treasury
Bill. The Management Fee is prorated and charged quarterly, in arrears, based on the net
asset value of the capital account on the last day of the billing period. The Performance Fee
is charged annually, in arrears or upon redemption and is based upon a client’s net gains
during a calendar year period.
Landscape High Leverage Fund, LP is charged a Management fee equal to two percent
(2%) of assets under management, in addition to a Performance Fee equal to twenty-five
percent (25%) of the amount by which the net profits allocable to a limited partner’s interest
exceeds a cumulative rate of return equal to the 1-month constant maturity U.S. Treasury
Bill. The Management Fee is prorated and charged quarterly, in arrears, based on the net
asset value of the capital account on the last day of the billing period. The Performance Fee
is charged annually, in arrears or upon redemption and is based upon a client’s net gains
during a calendar year period.
Landscape Offshore HL Fund Ltd. is an exempted company incorporated under the laws
of the Cayman Islands. Landscape Offshore HL Fund Ltd. is charged a Management Fee
equal to two percent (2%) of assets under management, in addition to a Performance Fee
equal to twenty-five percent (25%) of the amount by which the net profits attributable to a
Common Share exceeds a cumulative rate of return equal to the 1-month constant maturity
U.S. Treasury Bill. The Management Fee is prorated and charged quarterly, in arrears,
based on the net asset value of the capital account on the last day of the billing period. The
Performance Fee is charged annually, in arrears or upon redemption and is based upon a
client’s net gains during a calendar year period.
Landscape Cayman Fund Limited is an exempted company incorporated under the laws of
the Cayman Islands. The fees charged to this entity are individually negotiated via an
investment management agreement.
Landscape Illiquid Fund II, LP is a series limited partnership with different Management
Fees and Performance Fees assessed on each series.
Landscape Ventures III, LP is charged an annual Management Fee equal to two percent
(2%) of aggregate capital commitment for the first five (5) years. In addition, a
Performance Fee equal to twenty percent (20%) of the amount by which the net profits
allocable to an investor. The Performance Fee is applied upon each distribution, and is
payable only after a client has received a full return of capital.
Fees may be waived or reduced pursuant to side letter arrangements or at the discretion of
the Adviser and the general partner of each Fund.
The Funds generally will bear their own expenses; including but not limited to, the costs
and expenses associated with (i) organizing the Funds, including and without limitation,
legal, financial, accounting, consulting and other costs and expenses attributable to the
organization of the Fund and the sale of interests in the Fund to the Investors, and (ii)
relating to the activities, operations, and maintenance of the Fund, including without
limitation, fees, costs, and expenses associated with the sourcing, acquiring, holding
monitoring, and disposing of its investments, or proposed investments (including, without
limitation, consulting services, due diligence and investment-related travel and
entertainment expenses, as well as all fees and expenses due to any legal, financial,
accounting, consulting, or other advisors, or any finders, placements agents, or investment
banks, in connection with the sourcing, acquiring, holding, monitoring, and disposing of
investments or proposed investments), all entity-level taxes, fees, or other governmental
charges (including any entity-level taxes, fees, or other governmental charges levied
against any alternative investment vehicle or special purpose vehicle), the costs of any
insurance (including, without limitation, any directors and officers insurance), expenses
incurred in collection of monies owed to the Funds, legal, consulting, research, and
accounting fees and expenses, the costs of any reporting to investors and meetings of
investors, the maintenance of the Fund’s books and records; and expenses incurred in the
connection with the dissolution, liquidation and termination of the Funds. The Adviser may
incur certain common expenses on behalf of one or more clients. The Adviser will seek to
allocate those common expenses among the clients in good faith in a manner that it
determines is fair and reasonable over time. Please refer to the Funds’ Agreements for
more information on the fees and expenses pertaining to the specific Fund.
The Adviser does not charge client fees in advance.
The Adviser does not accept compensation for the sale of securities or other investment
products.
The Adviser does not participate in a wrap fee program.