ITEM 5— FEES AND COMPENSATION
The fees applicable to the Funds are set forth in detail in each respective Fund's offering documents
(each, a "PPM"). In the future, the Investment Adviser may, in its discretion, manage other funds
or accounts with higher or lower fees, different fee structures, and different expense payment
arrangements, than the Funds. To the extent that the Investment Adviser manages separately
managed accounts in the future, the fees that will be charged for managing such separately managed
accounts are negotiable, and will be described in each client's investment advisory agreement.
A. Management Fee
Pursuant to each Fund's investment management agreement, each Fund will pay to the Investment
Adviser a quarterly management fee (prorated for partial quarters), as of the beginning of each
fiscal quarter (the "Management Fee"), equal to the applicable management fee rate, which ranges
from 0.3125% (1.25% annualized) to 0.375% (1.5% annualized), multiplied by the balance of each
investor's capital account of the applicable class, as of the beginning of the quarter. The
Management Fee is calculated and accrued monthly. With respect to the Onshore Fund, the
General Partner may, without the consent of the investors, cause the Management Fee to be
charged to and paid by the Master Fund. With respect to the Offshore Fund, the Investment Adviser
may, without the consent of the investors, cause the Management Fee to be charged to and paid
by the Intermediate Fund or the Master Fund.
With respect to the Onshore Fund, the General Partner (and with respect to the Offshore Fund, the
Board of Directors), in its sole discretion, may elect to reduce, waive or calculate differently the
Management Fee with respect to any investor, including, without limitation, investors that are
affiliates or employees of the Investment Adviser, members of the immediate families of such
persons, trusts or other entities for their benefit.
The Firm receives performance-based fees, as more fully described in Item 6.
B. Payment of Fees
The Firm deducts Management Fees from the Funds' accounts in advance on a quarterly basis.
Management Fees are amortized monthly by the Firm over the fiscal quarter for which such
Management Fee is paid.
C. Additional Fees and Expenses
Subject to the following paragraphs, the Funds will bear their own operating and other expenses
including, but not limited to, taxes, organizational, offering expenses (other than any fees payable
to any placement agent), investment expenses (e.g., expenses that are related to the investment of
the Funds’ assets, such as brokerage commissions, clearing and settlement charges, interest
expense, consulting and other professional fees relating to particular investments or contemplated
investments and investment-related travel expenses (which are travel expenses related to the
purchase, sale or transmittal of the Funds’ investments incurred by the Investment Adviser)),
expenses relating to proxy contests, ongoing marketing expenses of the Funds, remuneration to
members of the Board of Directors, the Intermediate Fund Director and the Master Fund Board of
Directors, officers and other employees and premiums for directors' and officers' liability insurance
(if any), fees and expenses relating to software tools, programs or other technology utilized in
managing the Funds, research and market data (including any computer hardware and telephone
lines incorporated into the cost of obtaining such research and market data), administrative
expenses (including fees and expenses of the Administrator), bank sourcing and other investment
banking fees, legal expenses, internal and external accounting and valuation expenses, audit and
tax preparation expenses, custodial fees, the Management Fee, expenses related to preparing and
making regulatory and compliance filings associated with the Fund (including, without limitation,
fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13
filings, Section 16 filings and other similar regulatory filings) and its investment activities
(including, without limitation, filing preparation and fees, software and systems in connection with
such filings and expenses of service providers such as consultants and advisers), expenses incurred
in a wind up of the Funds and other expenses associated with the operation of the Funds and
extraordinary expenses.
To the extent that expenses to be borne by the Funds are paid by the Investment Adviser, the Funds
as appropriate, will reimburse the Investment Adviser for such expenses. Such fees and expenses
generally are apportioned pro rata among the Classes and Series based on their relative Net Asset
Values.
Notwithstanding anything to the contrary herein, on a monthly basis, the Funds will not bear the
cost of expenses that are Specified Expenses (as defined below) in an amount in excess of 1/12 of
0.75% (0.75% annualized) of the beginning monthly Net Asset Value of the Fund (the "Expenses
Cap"); provided, however, if the Net Asset Value of the Fund is less than $75,000,000 during such
year, the Funds will bear all expenses and Specified Expenses will not be subject to the Expenses
Cap. Specified Expenses in excess of the Expenses Cap will be borne by the Investment Adviser
either, in the Investment Adviser's discretion, as an offset of the Management Fee to the Investment
Adviser or a payment by the Investment Adviser. The Expenses Cap is calculated monthly on
realized and accrued Specified Expenses. For the avoidance of doubt, any organizational and
offering expenses that are Specified Expenses will be subject to the Expenses Cap on such amounts
that are amortized in the applicable month.
"Specified Expenses" means administrative expenses (including fees and expenses of the
Administrator); capitalized and amortized organizational-related marketing and offering expenses;
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