Item 5: Fees and Compensation
Fee Schedule
In consideration for the investment advisory services that Scopus provides to Clients, Scopus
generally receives (i) an annual asset-based management fee, which is typically payable monthly
in advance and is applied to an Investor’s capital account or shares (as applicable) and (ii)
performance-based compensation, as described in more detail in Item 6 below.
Scopus generally receives a management fee from Clients that ranges from 1.5% to 2% per annum
of the value of assets under management. The fee is charged monthly in advance to each Fund and
is deducted monthly in advance from the Investors’ accounts by instructing the Funds’ custodian.
Refunds for prepaid management fees generally do not apply for the Funds, as these fees are
charged at the beginning of the month and withdrawals are generally not permitted prior to the end
of a quarter. The fee schedule for the Funds is generally not negotiable; however, Scopus has
discretion to waive or otherwise modify fees with respect to any Investor, including affiliates of the
General Partner or the Adviser and principals or employees of Scopus and their family members
(and any trusts or other entities operated for their benefit). For example, Alexander Mitchell and
certain members of his family (including any trusts or other entities operated for their benefit) pay
lower fees or no fees in connection with their investments in the Funds.
Scopus (or an affiliate) is also entitled to an incentive fee or allocation that ranges from 20% to
30% of the annual net profits allocable to an Investor’s capital account (or shares). The incentive
fee or allocation is generally payable (or allocable) at the end of each fiscal year of the relevant
Client and calculated based on realized and unrealized gains and losses. The incentive fee or
allocation is also calculated on any withdrawal of capital occurring other than at the end of a fiscal
year. The incentive fee or allocation is subject to loss recovery provisions, sometimes referred to
as a “high-water mark,” whereby the incentive fee or allocation may be reduced until prior losses
are recouped or may be payable only after recoupment of prior losses. While the incentive fee or
allocation for the Funds is generally not negotiable, Scopus has discretion to waive or otherwise
modify the incentive fee or allocation arrangement for any Investor, including affiliates of the
General Partner or the Adviser and principals or employees of Scopus and their family members
(and any trusts or other entities operated for their benefit). For example, Alexander Mitchell and
certain members of his family (including any trusts or other entities operated for their benefit) pay
lower fees or no fees and bear lower or no allocation in connection with their investments in the
Funds. Any incentive fee or allocation will be calculated with respect to any Investor that redeems
shares or interests as of any date other than the end of the fiscal year, on the basis of realized and
unrealized gains and losses through the redemption date. The incentive fee or allocation vary in
the range noted above depending on the particular Fund, as more fully described in the Offering
Materials for the relevant Fund.
Scopus Asset Management, L.P. Form ADV Part 2A
Scopus does not enter into sub-advisory or other fee-sharing or similar arrangements with respect
to its Clients.
Investors generally have the right to withdraw or redeem from a Fund at the end of a fiscal year
upon sixty (60) days’ prior written notice. In certain circumstances, early or special withdrawals
by Investors may be subject to a fee of 1% of such withdrawal proceeds.
Transaction Based Compensation
Scopus and its employees do not accept compensation, including sales charges or service fees, from
any person for the sale of securities or other investment products to Clients.
Other Fees and Expenses
The Funds are generally responsible for their own expenses. As more fully described in the relevant
Offering Materials, these expenses generally include: management fees and compensation to
Scopus as described above, legal, compliance, audit, tax, administration and accounting expenses,
which, for the avoidance of doubt, includes, but is not limited to, (i) third party accounting and
administration services, (ii) costs and expenses related to compliance testing and reporting, (iii)
costs and expenses incurred with respect to preliminary preparation and instruction for registration
(including, but not limited to, a review of internal controls and reporting procedures, preparing a
compliance manual, instituting new policies and procedures, and reviewing marketing materials),
(iv) occupancy costs related to data management, investor records and other data storage, recovery
and protection, (v) equipment and office space related to disaster recovery and other business
continuity arrangements, and (vi) legal or tax advice associated with investments; organizational
expenses; expenses related to the offer and sale of shares or limited partner interests and other
expenses related to the Clients; regulatory, reporting, and filing expenses (including, without
limitation, expenses associated with Client level compliance the Foreign Account Tax Compliance
Act (“FATCA”) (if any) and Client level reporting on Form PF); any registration expenses;
investment expenses such as commissions, research and consulting fees and expenses (including
conference fees, research-related testing, travel, meal and lodging expenses); news and quotation
services; risk management, including technology, software, support, programming, screening and
reporting; research databases and services; research and economic reports, publications,
subscriptions and transmissions; analytical, statistical and pricing reports and services; research
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