Item 5 - Fees and Compensation
A. Below is a discussion of how the Adviser is generally compensated in connection with
providing advisory services to its Clients. However, the Adviser may enter into different fee
arrangements on a Client by Client basis. A potential investor in a Fund or any potential Client
should read and review any and all Governing Documents in their entirety before making any
investment decisions.
Management Fees. For its services to the Funds, the Investment Manager is generally entitled
to a management fee (the “Management Fee”), which is calculated and paid as follows:
1. Upon each Limited Partner’s initial subscription for an Interest, the Limited Partner
will pay a one-time Management Fee equal to 2% of such Limited Partner’s Capital
Account balance, calculated and payable in advance as of the date of its initial
capital contribution to the Fund (its “Initial Investment Date”); and
2. In the event of any additional capital contribution by a Limited Partner, such
Limited Partner will pay a one-time Management Fee equal to 2% of the amount of
such additional capital contribution, calculated and payable as of the date of the
additional capital contribution.
3. The one-time Management Fee is non-refundable.
Performance-Based Fees. The General Partner is typically entitled to a performance
allocation upon the withdrawal by a Limited Partner of all or a portion of its Capital Account,
which is calculated and charged separately with respect to each withdrawing Limited Partner,
equal to 20% of the realized net profits (if any) allocated to such Limited Partner’s Capital
Account through the withdrawal date (the “Performance Allocation”). In the case of a partial
withdrawal, the Performance Allocation is calculated and charged only with respect to the
portion of the Capital Account being withdrawn. The General Partner may waive or alter the
Performance Allocation with respect to any Limited Partner in its discretion.
Clients should note that similar advisory services may (or may not) be available from other
registered investment advisers for similar or lower fees.
Organizational Expenses. Clients also bear the expenses of the organization of the Clients.
The organizational and initial offering costs of the Clients include legal, accounting, printing,
marketing and comparable expenses (not including any placement fees). The organizational
expenses borne by the Clients are described in more detail in the Clients’ Governing
Documents.
Operating Expenses. A Client will also pay all costs and expenses relating to the Client's
activities, including legal, auditing, regulatory, compliance, operational, consulting and
accounting expenses (including expenses associated with the preparation of Client financial
statements, tax returns and K-1s), expenses of any advisory committee and annual meetings of
the limited partners, insurance and other expenses associated with the acquisition, holding and
disposition of its investments, all third-party expenses in connection with transactions not
consummated, and extraordinary expenses (such as litigation).
Should the Adviser form a group with an unaffiliated entity in furtherance of its activist
strategy, all group-related expenses are shared across the group members on a pro rata basis.
To the extent there are any expenses reimbursed by the company in which the Adviser invests,
all such expenses are paid back to the Client account.
Miscellaneous. The Adviser may grant waivers of the Management Fees and Performance
Allocations to principals, affiliates, and employees of the Adviser.
The Adviser may agree with certain investors to a variation of the terms set forth in the Funds’
Governing Documents.
B. Management Fees and Performance-Based Fees from the Funds are paid/allocated as indicated
in Item 5.A. above.
C. Certain Clients will incur brokerage and other transaction costs. Item 12 of this Brochure
discusses how the Adviser selects brokers and determines the reasonableness of their
compensation. The direct expenses borne by each Client are described in more full detail in
each Client’s Governing Documents.
D. The Management Fee with respect to the Funds is paid as of the date of the investor’s initial
capital contribution to the Fund, as more thoroughly explained in Item 5.A above.
E. The Adviser nor any of its supervised persons accept compensation for the sale of securities or
other investment products.