Item 5. Fees and Compensation
As compensation to the Adviser for its services in managing the Fund’s investments, each
“Limited Partner” (collectively “Limited Partners”) pays a “Management Fee” at the
beginning of each calendar quarter equal to 0.5% per year (for Class A and C) and 1.5% per year
(for Class B). A Limited Partner that contributes capital on a date other than the first day of a
calendar quarter is charged a prorated Management Fee for that quarter with respect to such capital
contribution on the date such capital contribution is made. A Limited Partner that is permitted to
withdraw or is distributed capital on a date other than the last day of a quarter will not receive a
refund of any Management Fee paid in advance. The Adviser may waive, reduce or rebate all or
any portion of the Management Fee with respect to any Limited Partner in any quarter without
notice to the Limited Partners.
The Fund bears all costs and expenses of its organization and ongoing operation including, without
limitation, (a) all trading costs and expenses (such as, for example, brokerage commissions and
charges, expenses relating to short sales, clearing and settlement charges, option premiums,
custodial and service fees, and higher commissions, charges related to outsourced trading services
or costs or expenses of trade order management software and other portfolio, trading and risk
management related software); (b) all interest and commitment fees on loans and debit balances
(on margin or otherwise); (c) all costs and expenses of negotiating and entering into contracts and
arrangements and making investments (such as brokerage, legal, accounting, investment banking,
appraisal and other professional and consulting fees and expenses arising from particular
investments and potential investments) and similar expenses in terminating those contracts and
arrangements and disposing of the Fund’s investments; (d) all research-related fees and expenses,
including but not limited to (1) costs and expenses incurred in visiting companies and attending
research conferences (for example, airfare, hotel accommodations and meals), (2) costs of
conducting legal and investigative due diligence on potential portfolio investments, (3) fees for
research consultants including expert network services, and (4) fees and expenses of research-
related software and equipment for quotation services, data feeds, publications or other information
sources (including Bloomberg, Reuters or similar providers); (e) all costs and expenses associated
with regulatory filings of the Fund, the General Partner, the Investment Adviser and their affiliates
relating to the Fund (including, but not limited to filings under section 13 of the Securities
Exchange Act of 1934, as amended, and Form PF) and costs of maintaining any appropriate
registrations of the Fund, the General Partner or the Investment Adviser that relate to the Fund’s
activities; (f) all costs and expenses associated with registering the Fund’s restricted securities; (g)
all costs and expenses incurred in attempting to protect or enhance the value of the Fund’s
investments (including the costs and expenses of instituting and defending lawsuits or engaging in
proxy contests or tender offers); (h) all income taxes, withholding taxes, transfer taxes and other
governmental charges and duties; (i) all fees and charges of custodians, clearing agencies and banks;
(j) all administration, bookkeeping, recordkeeping, legal, accounting, auditing, tax preparation and
other professional, expert and consulting fees and expenses arising in connection with the Fund’s
activities, including (1) fees, costs and expenses of counsel for the Fund, the General Partner, the
Adviser or one or more of their officers, partners or managers, (2) expenses of portfolio and risk
management systems, technical and performance measuring data and software (including risk or
quantitative models), (3) costs of cybersecurity consultants and measures, and
(4) fees, costs and expenses of accounting, bookkeeping and recordkeeping services of the Fund’s
administrator or any similar service provider retained by the General Partner or the Investment
Adviser to assist it in performing services for the Fund, including the administrator’s fees charged
for providing middle and back office services (such as order management and trade reconciliation);
(k) all fees, costs and expenses of offering and selling Limited Partner interests and communicating
with existing and prospective Limited Partners (including, without limitation, legal and accounting
fees and expenses, governmental and self-regulatory agency filing fees, travel expenses such as
airfare, accommodations and meals, and expenses of periodic Limited Partner meetings and
conferences); (l) all costs and expenses of investing the Fund’s assets indirectly, such as through a
master fund or a special purpose vehicle, including all of the items described in this section as they
might apply to such master fund or any such vehicle and its portfolio, including the Fund’s
proportionate share of the costs and expenses of organizing and operating the master fund or any
such vehicle; (m) all premiums and other costs and expenses of insurance policies as the General
Partner or the Adviser considers appropriate, insuring the Fund, the General Partner, the Adviser
and their affiliates against liabilities that may arise in connection with the business or management
of the Fund; (n) all costs and expenses of proxy voting and class action services; (o) any
contingencies for which the General Partner determines reserves are required; and (p) any
extraordinary expenses (such as litigation expenses). The Fund reimburses the General Partner or
the Adviser for any of such expenses paid by it. Except as described above, the General Partner
and the Adviser bear all of their operating, general, administrative and overhead costs and expenses
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