Item 5 – Fees and Compensation
A. As the Firm only provides this Brochure to “qualified purchasers” as defined in Section
2(a)(51)(A) of the Investment Company Act, we have not included a fee schedule or the other
information requested by Item 5.A.
B. The Managed Funds pay the Firm a monthly management fee in advance upon the
commencement of each calendar month. Additionally, the Firm, in the case of the Whitney
Series Fund or the general partner of the Onshore Feeder and the Master Fund (the “General
Partner”), in the case of the Master Fund, is entitled to receive performance-based allocations,
generally on an annual basis (see Item 6 – Performance-Based Fees and Side-by-Side
Management).
C. The Master Fund bears its own and the Feeder Funds’ costs and expenses, including, but not
limited to: expenses directly related to investment transactions and positions for the Master
Fund’s account, including brokerage commissions and custody charges, interest and
commitment fees on loans and debit balances, costs of borrowing securities to be sold short,
research and market data fees and expenses, expenses and materials (including online news
and quotation services, computer hardware, data and software used for research, Bloomberg
service and research-related travel expenses), costs of any outside appraisers, accountants,
auditors, attorneys or other experts or consultants (including members of the Governance
Committees) engaged by the Firm, the General Partner and/or the Master Fund, fees and
expenses of the relevant Funds’ administrator (such as portfolio and investor accounting,
middle office, tax reporting and investor servicing costs), investor reporting costs, bank
charges, legal fees and costs (including settlement costs), including legal fees and costs arising
in connection with any litigation or regulatory investigation instituted against the Funds, the
Firm, and/or the General Partner in connection with the affairs of the Funds, liability and other
insurance for the benefit of the Funds, the Firm, the General Partner, and/or their respective
affiliates, any withholding or transfer taxes, administration costs, including portfolio and
investor accounting, tax and investor servicing costs, valuation costs and the costs of the audit
of the Funds’ annual financial statements, fees and expenses of the Firm incurred in connection
with preparing and filing reports relating to the relevant Funds’ investment and trading
activities (including under investment advisory laws, such as Form PF), expenses related to
the offering of the interests in the Funds (including fees and expenses of the Firm incurred in
connection with blue sky fees and negotiating side letters, but not including the Firm’s travel
and lodging expenses relating to marketing such interests), and other similar fees and expenses.
To the extent that the Master Fund does not pay for or reimburse the General Partner and/or
the Firm for any of the foregoing costs or expenses, the relevant Funds will promptly pay for
or reimburse the General Partner and/or the Firm for such Funds’ pro-rated portion of the same.
The Whitney Series Fund bears its own expenses for the foregoing categories, up to a specified
amount, as set forth with specificity in the Investment Management Agreement between the
Whitney Series Fund and the Firm.
Unless waived by the Firm, the Funds also each pay or reimburse the Firm for the Funds’
organizational fees and expenses, which may be amortized, for accounting purposes.
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Please refer to the relevant Fund’s Offering Documents for a complete understanding of each
Fund’s fees and expenses. The information contained herein is a summary only and is qualified
in its entirety by the relevant Fund’s Offering Documents.
D. Management fees are paid monthly in advance upon the commencement of each calendar
month. Investment subscriptions made at times other than as of the first day of a calendar
month are charged a pro rata management fee at the time of subscription. Generally, once paid,
the management fee is not refundable.
Performance-based allocations are not paid in advance.
E. Neither the Firm nor any of the Firm’s supervised persons accept compensation (e.g., asset-
based sales charges or services fees) for the sale of securities or other investment products.
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