Item 5: Fees and Compensation
A: Advisory Fees and Compensation
Fees are separately negotiated with each Fund or Managed account and are described in each Fund’s
or Account’s prospectus.
The investment management fee for the pooled investment vehicles we manage generally will not
exceed 2% per annum of each vehicle's assets under management and will typically be paid monthly
in arrears.
The management fee is calculated by reference to the net asset value on the last valuation day of the
month, before management or performance fees. Upon termination of any client account, all
management fees accrued as of the date of termination will be payable.
An annual performance fee based upon a percentage of the amount by which the net asset value as
of the end of each calendar year exceeds the “high water mark”, is payable. This fee is also crystallized
on redemption or exit from each Fund or Managed Account, and generally does not exceed 20% of
the net profit above the Fund or Managed accounts previous high water mark.
To the extent that the amount of an account’s appreciation is less than the high water mark, there is
a loss carry forward allocation that must be recouped before Salt Rock Capital Partners LLP is entitled
to a performance-based fee. In certain cases, we may waive a portion of the investment management
fee or the incentive fee for select investors in a vehicle.
In measuring a Fund or Managed Account client's assets for the calculation of performance-based
fees, Salt Rock Capital Partners LLP includes: for securities for which market quotations are readily
available, the realized capital losses and unrealized capital losses of securities over the period and, if
the unrealized capital appreciation of the securities over this period is included, the unrealized capital
depreciation of securities over the period. As such, we may receive increased compensation with
regard to unrealized appreciation as well as unrealized gains in the client's account.
All investors should review the governing documents for each relevant private fund (all “Salt Rock
Funds”) in conjunction with this brochure for more complete information on the fees and
compensation payable with respect to a particular Salt Rock Fund.
Copyright © 2015, Salt Rock Capital Partners LLP. All rights reserved.
www.saltrockcapitalllp.com
PERFORMANCE-BASED FEES WILL ONLY BE CHARGED IN ACCORDANCE WITH THE PROVISIONS OF
REG. 205-3 OF THE INVESTMENT ADVISERS ACT OF 1940 AND/OR APPLICABLE STATE REGULATIONS.
THE FEES WILL NOT BE OFFERED TO ANY CLIENT RESIDING IN A STATE IN WHICH SUCH FEES ARE
PROHIBITED.
B: Payment of Fees and Termination of the Advisory Relationship
Fees for the Salt Rock Funds’ are calculated by the Administrator of each fund. Fees for the managed
accounts are calculated by the client or its agent.
Investors in a pooled investment vehicle may be limited in their ability to terminate their participation
in the vehicle. Such limits are set out in the vehicle's offering memorandum/prospectus and charter
documents, which should be read carefully.
C: Other Fees and Expenses
In addition to our advisory fees, client accounts will also be subject to other investment expenses such
as custodial charges, investment expenses, etc. A description of such fees is found in each Fund's or
Managed Accounts offering documents. The following list is intended to be a guide and may be non-
exhaustive:
• Investment expenses, e.g., expenses that are related to the investment of the Fund's and the
Master Fund's assets, whether or not such investments are consummated, such as brokerage
commissions, borrowing or other expenses relating to short sales, clearing and settlement
charges, custodial fees, bank service fees and interest expenses.
• Professional fees (including expenses of consultants, investment bankers, attorneys,
accountants, independent oversight providers and other experts) relating to investments.
• Administrative expenses (including fees and expenses of the Administrator and Depositary).
• Legal expenses.
• Third party valuation and external accounting and valuation expenses, such as Markit Partners
Valuation Service.
• Audit and tax preparation expenses.
• Directors’ fees and expenses (if any).
• The cost of insurance for the benefit of the Director’s and Officer’s.
• Communication expenses with respect to investor services and all expenses of meetings of
shareholders and of preparing, printing and distributing financial and other reports, proxy
forms, prospectuses and similar documents.
• All other taxes and corporate fees payable to governments or agencies.
• Corporate licensing.
• Regulatory expenses (including filing fees).
• Any listing fees and charges (although no listing is currently sought).
• Litigation and indemnification expenses and extraordinary expenses not incurred in the
ordinary course of business.
• Expenses incurred in connection with the offering and sale of the Shares and other similar
expenses related to the Fund.
• Fund establishment costs (which may be amortized over a period of 5 years).
• All other Fund organizational and operating expenses.
D: Advisory Fees in General
The expenses of the pooled investment vehicles we manage, including our investment management
fee and performance fee, may be higher than those charged by other advisers to pooled investment
Copyright © 2015, Salt Rock Capital Partners LLP. All rights reserved.
www.saltrockcapitalllp.com
vehicles. The performance fee may also create an incentive for us to cause the vehicles to make
investments that are riskier than it would otherwise make.
We do not accept or charge clients in advance of providing services.
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