Item 5. Fees and Compensation
A. Advisory Fees and Compensation
This Brochure will only be delivered to "qualified purchasers" as defined in Section 2(a)(51)(A)
of the Investment Company Act of 1940, as amended.
Pine Street reserves the right to charge some Fund investors more or less than other Fund
investors for the same management services, depending on various factors, including, for
example, the timing of the investment, the number of related investment accounts, or the total
size of the Fund Investor’s investment with Pine Street. Fee arrangements with any Separate
Account will be individually negotiated. In this regard, Pine Street may waive or modify
fees for Separate Accounts owned by, or Fund investors that are, members, employees or
affiliates of Pine Street and relatives of such persons or for certain other investors.
B. Payment of Fees
With respect to Clients, fees charged may be deducted directly from the Client’s account.
Management Fees are generally paid quarterly and may be paid in advance. Pine Street charges
flat and performance-based fees. Terms regarding the payment of fees applicable to any Client
will be negotiated on a case by case basis and set forth in such Client’s Offering Documents.
C. Other Fees and Expenses
Other fees and expenses that will be payable by a Client will be set forth in detail in the Client’s
Offering Documents. Subject to limitations set forth in the Offering Documents, such expenses
may include, but are not limited to all of the legal and accounting fees, printing costs, travel
and other out-of-pocket expenses, and all costs and expenses, but excluding placement and
solicitation fees and expenses, incurred in connection with the organization of the Client and
the offering of interests in the Client, up to a maximum amount set forth in the Offering
Documents. The Client shall also be responsible for all expenses relating to its own operations,
including fees, costs and expenses directly related to the purchase and sale of investments,
including all fees and expenses due any legal, financial, accounting, consulting, or other
advisors or any lenders, investment banks and other financing sources, whether or not the
investments are ultimately consummated; fees and expenses of custodians, counsel, auditors
and accountants; any insurance, indemnity or litigation expenses and other extraordinary
expenses and indemnification obligations of the Client; risk management expenses; technology
costs including hardware, software, news and quotation services related to the Client or
prospective or actual investments; regulatory expenses; all costs of the Client’s administration,
including, fees and expenses of third party administrators, expenses and fees incurred in the
preparation and delivery of its financial statements and reports or the preparation and delivery
of other documents and filings related to the Client and its investments, and costs of holding
any meetings of investors in the Client; any entity-level taxes, fees or other governmental
charges levied against the Client; and the management fee. The Client will also bear its pro
rata share of the expenses and fees of the underlying portfolio funds and managed accounts in
which it is invested. Expenses (other than the management fee) generally will be shared by all
of the investors in a Client pro rata in accordance with their interests; provided, however, that
the Client may specially allocate expenses related to a particular class of interests to investor of
such class. To the extent that expenses to be borne by the Client are paid by Pine Street or the
general partner of a client, the Client shall reimburse Pine Street or the general partner, as
applicable, for such expenses.
D. Prepayment of Fees
As noted in Item 5(B) above, the Separate Accounts will pay its management fee quarterly and
may be paid in advance. The management fee of the Separate Account will be prorated for any
partial quarters. Terms regarding the prepayment of fees applicable to any Client will be
negotiated on a case by case basis and set forth in such Client’s Offering Documents.
E. Additional Compensation and Conflicts of Interest
No supervised person of Pine Street will accept compensation for the sale of securities or other
investment products.