Item 5. Fees and Compensation:
(A) Generally: All fees are individually negotiated. Circumstances
considered when negotiating fees may include, without limitation,
customary market rates, specialized guidelines, and other
performance/incentive fee/allocation arrangements with the client.
Management fees for separately managed or pooled investment
accounts are calculated based on a periodic percentage of the value
of the assets under management.
In consideration for its services to the Partnership, the Firm will
receive a Management Fee (the “Management Fee”), payable
quarterly in advance, calculated at 2.0% annually (0.50% per
quarter) of the net assets of the Partnership.
In addition, the Firm may collect incentive fees and/or incentive
allocations based on the performance of investments. Please refer
to Item 6, below, for a more detailed description of incentive fees
and/or incentive allocations, and related conflicts of interest.
(B) Payment of Fees: Management Fees are billed quarterly in
advance, as specified in the applicable confidential private
placement memorandum and related offering documents (“Offering
Documents”).
(C) Additional Fees and Expenses: The Firm will be responsible for
its organizational and operating expenses, including, but not limited
to, all accounting, auditing, tax preparation, legal, administration,
research, and trading costs. The Firm will pay for its own
administrative and overhead expenses incurred in connection with
providing services to the Partnership. Nonetheless, the Partnership
and any pooled vehicle which may be organized in the future will
bear its own expenses as further described in the Offering
Documents.
A Fund may amortize its organizational expenses over a period of
up to 60 months from the date such Fund commences operations.
Separately managed account clients will also bear any agreed upon
expenses as set forth in the relevant investment management
agreement(s).
In addition, clients will incur brokerage and other transaction costs.
Clients should review Item 12, which discusses conflicts of interest
related to brokerage practices.
Withdrawal from the Partnership: An investor may withdraw all
or any portion of its capital account(s) in a minimum amount of
$1,000,000 on the last business day of each quarter and at such other
times, with the consent of, and upon such terms of payment as may
be approved by, the Firm in its sole discretion (such dates being
referred to as “Withdrawal Dates”), upon at least sixty (60) days’
prior written notice to the Firm. Notwithstanding the foregoing, no
partial withdrawal will be permitted if the value of the investor’s
capital account(s) after such withdrawal is implemented will be less
than $5,000,000 (subject to the discretion of the Firm to waive such
requirement). All withdrawals shall be deemed made prior to the
commencement of the following quarter.
If the Firm in its discretion permits an investor to withdraw capital
other than on a regularly scheduled Withdrawal Date, the General
Partner may impose an additional administrative fee to cover the
legal, accounting, administrative, brokerage, and any other costs and
expenses associated with such withdrawal, which will be paid to the
Partnership. The Partnership has the right to pay cash or securities,
or a combination of both, to an investor that makes a withdrawal
from such investor’s capital account.
Any separately managed account clients will also bear any agreed
upon expenses as set forth in the relevant investment management
agreement(s).
(D) Fees Paid in Advance: Management Fees shall be calculated and
payable to the Firm quarterly in advance.
Termination of Services:
Termination terms in connection with the Partnership are specified
in the Offering Documents. Generally, services may be terminated
upon thirty (30) days’ prior written notice.
(E) Additional Compensation of Supervised Persons: No supervised
person accepts compensation for the sale of securities or other
investment products.
1. This practice presents a conflict of interest and gives the Firm or
its supervised persons an incentive to recommend investment
products based on the compensation received, rather than on a
particular client’s needs. The Firm endeavors to disclose herein
all conflicts of interest which could impair the rendering of
unbiased and objective advice. Lower fees for comparable
services may be available from other sources.
2. All clients have the option to purchase investment products that
the Firm recommends through other brokers or agents that are
not affiliated with the Firm and/or not used by the Firm. N/A
3. If commissions provide more than 50% of the Firm’s revenue or
compensation, disclose: N/A
4. The Firm does/does not reduce advisory fees to offset the
commissions and/or markups that it receives, as follows: N/A