FEES AND COMPENSATION (Item 5)
Separately Managed Accounts
Nixon Capital provides investment management services on a separately managed account basis to individuals, entities, and
high net worth individuals. Generally, Nixon Capital will deduct the following fees from the assets of the account but may
negotiate other arrangements. The fee will be calculated on a quarterly basis (at the beginning of each calendar quarter) and
paid on a monthly basis in advance (at the beginning of each month) based on the following annual rates:
1.00% for the value of Client’s account(s) balance less than $10 million;
0.75%, for the value of Client’s account(s) balance between $10 million and $30 million;
0.50%, for the value of Client’s account(s) balance $30 million or greater
Nixon Capital has established relationships with other advisers to provide investment advice as a Third-Party Manager and
Sub-Adviser. The annual fees of these accounts range from 0.50% to 0.75% and do not feature breakpoints.
In addition, the costs of operation, administration, and trading of your account, including custodian fees, brokerage
commissions, transactional fees, and other related costs and expenses are exclusive of and in addition to the above fees paid
to Nixon Capital.
Termination
For separately managed accounts, either party has the right to cancel the advisory agreement at any time by notifying the
other in writing; such termination will be effective immediately after receipt of such notice. If a client terminates the
agreement within five business days of signing the investment advisory agreement, the client is entitled to a waiver of any
pro-rated fees due to Nixon Capital. There is no penalty or termination fee for canceling the agreement at any time. If the
contract is terminated prior to the end of a billing period, any unearned pre-paid advisory fees will be returned to the client
based on the days remaining in the billing period. Unearned advisory fees will be promptly returned to the client’s account
or by check. Nixon Capital’s authority under the advisory agreement will remain in effect until the client changes or cancels
it in writing.
Fund
The Fund generally charges an annual management fee of 1.5% of the capital account balance of each limited partner payable
quarterly in advance and deducted from each limited partners’ capital account.
The “Adjustable Amount Invested” as of the beginning of each quarter shall be equal to the sum of the aggregate capital
contributions and gross profit allocations made with respect to each limited partner’s capital account. Once a limited partner
makes a capital withdrawal, the Adjustable Amount Invested as of the beginning of the immediately subsequent quarter shall
be equal to the aggregate net asset value of such limited partner's capital account balance. Thereafter, the Adjustable Amount
Invested shall be increased to reflect additional capital contributions and gross profit allocations made with respect to such
limited partner's capital account until such time as the limited partner makes a capital withdrawal, at which point the
Adjustable Amount Invested shall again be decreased to reflect the aggregate net asset value of such limited partner's capital
account balance. For further information on the fee structure of the Fund, please refer to the applicable offering documents.
Generally, fees are not negotiable, and limited partners will not receive a refund of fees paid upon withdrawal.
Expenses
The Fund bears the expenses of the organization of the Fund and the offering of limited partnership interests (including legal
and accounting fees, printing costs, travel, “blue sky” filing fees and expenses and out-of-pocket expenses). The Fund bears
all costs and expenses directly related to its investment program, including expenses related to proxies, underwriting and
private placements, brokerage commissions, interest on debit balances or borrowings, custody fees and any withholding or
transfer taxes imposed on the Fund. The Fund also bears all out of pocket costs of the administration of the Fund, including
accounting, audit and legal expenses, costs of any litigation or investigation involving the Fund’s activities, and costs
associated with reporting and providing information to existing and prospective limited partners. However, the General
Partner may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Fund.
PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT (Item 6)
Related parties of Nixon Capital serve as the general partner of the Fund (the “General Partner”). The General Partner receives
an annual performance allocation (the “Performance Allocation”) in an amount equal to 20% of the relevant the Fund’s annual
net profits, subject to an 5% hurdle rate (taking into account the payment of the Management Fee). The Performance
Allocation is subject to a “high water mark” limitation. After the first year in which a Performance Allocation is earned, the
Performance Allocation for subsequent years only applies to the extent that a limited partner's pro rata share of net profits
measured on a cumulative basis, net of any losses, for all years since admission, exceeds the highest level of such cumulative
net profits achieved through the close of any prior year since admission. If a limited partner makes a withdrawal at a time
when his capital account balance is below its historic “high water mark” level, the level is ratably reduced to reflect such
withdrawal.
Nixon Capital also manages Client assets that do not pay performance fees. The portfolio managers review all Client accounts
daily to ensure that all Client accounts are treated fairly and equitably in the allocation of investments and all other matters.