Item 5 Fees and Compensation
Limestone Capital Preservation Fund, Ltd. Management Fees
Subject to exceptions described below, we will receive an annual management fee (the "Management
Fee") equal to 0.90% of the Net Asset Value of the Fund's participating shares (the "Shares"), as
defined in accordance with the Fund's Offering Memorandum. Notwithstanding the foregoing, until the
second anniversary of the date the Company first sells Shares to investors (the "Launch Date"), no
Management Fee will be charged in respect of any shareholder which purchases Shares at an
aggregate purchase price, at the time of initial purchase, of at least $25 million and does not redeem
Shares such that the Net Asset Value of the aggregate number of Shares held by such shareholder as
a result of such redemption (determined as of the effective date of the redemption) is less than $25
million (each such shareholder, a "Waived Shareholder"). The Company will resume the payment of
the Management Fee in respect of any Waived Shareholder upon the earlier to occur of (i) the second
anniversary of the Launch Date, or (ii) the effective date of a Share redemption by the Waived
Shareholder that results in the Net Asset Value of the Waived Shareholder's Shares being reduced
below $25 million.
The Management Fee is payable as of the last business day of each calendar quarter ending March
31, June 30, September 30, and December 31 (each a "Calendar Quarter") in an amount equal to
0.225% of the Net Asset Value of the Shares as of the last business day of the Calendar Quarter. At
our option, the Management Fee may be paid less frequently than quarterly. We also may waive,
reduce, or rebate all or any portion of the Management Fee in respect of any Shareholder, upon sub-
advisor's approval. The Management Fee will be pro rated for the issuance of Shares to new or
existing Shareholders on any date that does not fall on the first day of a Calendar Quarter based on
the actual number of calendar days remaining in such partial Calendar Quarter divided by the actual
number of days in the Calendar Quarter. Neither the sub-advisor nor we will receive any incentive or
performance based fees with respect to the Fund or the Net Asset Value of the Shares. However, the
Fund may issue different classes of shares that pay different levels of compensation and fees to us, as
well as for other purposes. Management fees and sub-advisory fees are deducted from the Fund's
assets at the payment date or invoiced at a later time.
©2012 National Compliance Services 800-800-3204
Additional Fees and Expenses
All fees, costs, and expenses associated with the operation of the Fund, including organizational and
offering expenses, will be paid by the Fund and therefore borne indirectly by the Shareholders, pro
rata. In this regard, the Fund's expenses will be accounted for in the calculation of the Net Asset Value
of each Shareholder's Shares each month on a pro rata basis. Such expenses include, investment-
related expenses; audit, legal, accounting and tax preparation fees and expenses; research and
research-related expenses; custodial fees; bank service fees; withholding and transfer fees; taxes
(such as personal property taxes and state and local taxes); fees for data services and software
products and providers; other expenses related to the purchase, sale, or transmittal of Fund
investments; travel expenses related to research and investments; corporate and organizational
maintenance fees; administration fees; directors fees; the Management Fees under the Advisory
Agreement; expenses incurred in connection with the offer and sale of Shares, including travel;
indemnification expenses as provided for in the Advisory and Sub-Advisory Agreements; other similar
expenses related to the Fund; and any extraordinary expenses, as determined by the Board in its
discretion. In the event that any licenses, services, or products, including, without limitation, data
services, software products, hardware, networking equipment, research and research-related services,
professional fees, legal, accounting, audit and tax preparation services, are performed or paid for on
behalf of the Fund by us and the sub-advisor, the Fund will reimburse us or sub-advisor, as applicable,
for such costs and services.
In addition, the Shareholders will bear, indirectly, their pro rata share of the expenses of each
Investment Fund, including management fees, carried interests, and incentive fees payable to the
Fund Managers of such Investment Funds. In order to minimize the pass-through of such fees and
expenses, we intend to attempt to negotiate reduced fees with the Fund Managers from time to time. If
we are successful in negotiating any such fee reductions, they will be credited to the Fund and will, in
effect, reduce the overall expenses of the Fund. While we intend to attempt to negotiate such fees,
there can be no assurance that it will be successful in this regard.
Commissions and transaction fees are inherent in the Investment Funds' investment and trading
activities. The investment and trading strategies of the Investment Funds may involve the execution of
a large number of trades, which could result in substantial brokerage commissions and other
transaction fees, which may correspondingly pass through to the Fund. The Fund and Investment
Funds, as applicable, are obligated to pay legal, accounting, audit and tax preparation fees and
expenses, the fees of the Administrator, custodial fees, sub-advisory fees, directors' fees and certain
other administrative expenses and fees, research and research-related expenses, fees for
subscriptions, licenses, services, data feeds, software and hardware, and networking equipment. The
Fund is obligated to pay the Management Fees to our firm, regardless of whether the Fund realizes
...