ITEM 5 – FEES AND COMPENSATION
Item 5.A Describe how you are compensated for your advisory services. Provide
your fee schedule. Disclose whether the fees are negotiable.
Generally, RPO charges fees that are based on a set percentage of assets
under management and/or performance. Set forth below are summaries of
the fees payable by Investors in the Fund. It should be noted that detailed
disclosure about the fees and other expenses applicable to an investment in
the Fund is provided in the Fund’s governing materials.
As compensation for the investment advisory services rendered, fees are
paid or allocated, as the case may be, to RPO as follows:
Advisory Fee: 1% per annum of each Investor’s capital account balance,
payable quarterly in advance. Investors who are admitted or who withdraw
as of a date other than the first business day of a calendar quarter will
bear only a pro rata portion of the quarterly Advisory Fee.
Performance Allocation: 30% per annum (up to an 8% return) of the
increase, if any, in the net asset value of a member’s capital account, after
the deduction of all fees and expenses, and subject to a loss carryforward. A
5% fee shall be applied for returns in excess of 8%. The performance
allocation is made annually on December 31, upon the liquidation of the
Fund or upon any interim full or partial withdrawal of interests.
RPO, in its discretion, may waive all or any portion of the above fees
with respect to one or more Investors.
RPO has established, and in the future may establish, separate accounts that
may utilize a trading/investment strategy with different risk thresholds than
those of the Fund and may be subject to different terms (including fees,
liquidity and transparency rights) than the Fund described above.
The foregoing summary does not purport to be complete and is qualified
in its entirety by the detailed information contained in the Fund’s
offering materials, governance documents and other constituent
agreements, including information about advisory fees and other
compensation.
Item 5.B Describe whether you deduct fees from clients’ assets or bill clients for
fees incurred. If clients may select either method, disclose this fact.
Explain how often you bill clients or deduct your fees.
RPO deducts fees from Investors’ assets invested in the Fund as described
in Item 5.A. above. Investors do not have the ability to choose to be billed
directly for fees incurred.
Fee payment arrangements are individually negotiated for Separate
Accounts.
The foregoing summary does not purport to be complete and is qualified
in its entirety by the detailed information contained in the Fund’s offering
materials, governance documents and other constituent agreements,
including information related to the process by which advisory fees and
other compensation are paid.
Item 5.C Describe any other types of fees or expenses clients may pay in
connection with your advisory services, such as custodian fees or mutual
fund expenses. Disclose that clients will incur brokerage and other
transaction costs, and direct clients to the section(s) of your brochure
that discuss brokerage.
On an ongoing basis, the Fund will pay its own expenses (and indirectly
Investors will pay), without limitation: (i) all expenses related to the
activities of the Fund and all routine administrative expenses of the Fund,
including internal and external administrative, consulting, legal and audit
expenses, interest on borrowings, custody, the cost of structuring,
implementing and disposing of any investments, all other investment related
expenses, including out-of-pocket costs related to specific investments (e.g.,
travel expenses); maintenance of books and records of the Fund, preparation
of all financial and tax information for Investors, all communications with
or from Investors and admission or withdrawal of Investors and dispatch to
Investors of checks, financial reports, tax returns and notices required or in
connection with the holding of any meetings of Investors; (ii) all expenses
incurred in connection with any indebtedness or guarantees of the Fund or
any proposed or definitive credit facility or other credit arrangement; (iii) all
expenses incurred in connection with the collection of amounts due to the
Fund from any person; (iv) all expenses incurred in connection with the
preparation of amendments to the Fund’s governing documents; (v) all
expenses incurred in connection with the admission and termination of
Investors and withdrawals by Investors; provided, however, that any such
amounts may be charged to the Investors with respect to which such
expenses were incurred; (vi) all expenses incurred in connection with the
liquidation, dissolution and winding up of the Fund; (vii) any extraordinary
expenses including, without limitation: all expenses incurred in connection
with any legal proceedings or inquiries involving the Fund (including the
cost of any investigation and preparation) and the amount of any judgment,
award or settlement paid in connection therewith; and all expenses for
indemnity or contribution payable by the Fund to any person.
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