Item 5 – Fees and Compensation
Management Fees
As detailed more fully in each Fund’s respective Offering Documents, investments in the
Funds are generally subject to management fees and performance compensation.
The Firm is entitled to a quarterly management fee with respect to each limited partner of
0.375% of the balance of that limited partner’s capital account (approximately 1.5% per
year). The management fee is payable in advance based on the net asset value of each limited
partner’s capital account on the first day of each Fiscal Quarter and is deducted directly from
the limited partners’ capital accounts.
The Funds bear all costs of its organization and operation, including all trading costs and
expenses (for example, brokerage commissions, expenses relating to clearing and settlement
charges), and all ongoing legal, accounting, tax, bookkeeping, professional, expert and
consulting fees and expenses (including the fees and expenses of the Administrator, attorneys
for the General Partner and the Investment Adviser, research consultants, research-related
fees and expenses, portfolio and risk management systems, and quotation services and
related equipment) and the Fund’s proportionate share of the Master Fund’s costs and
expenses. The Master Fund expects to pay most of the Fund’s expenses on the Fund’s behalf
and allocate them to the Fund’s Master Fund Capital Accounts. The Fund expenses are subject
to an expense cap as detailed in the Fund’s Offering Documents.
The Management Fee is payable in advance on the first day of each Fiscal Quarter. An Investor
that is permitted to contribute capital on a date other than the first day of a Fiscal Quarter is
charged a prorated Management Fee with respect to such Capital Contribution on the date it
is made. An Investor that is permitted to withdraw or is distributed capital on a date other
than the last day of a Fiscal Quarter does not receive a refund of any of the Management Fee
paid for that Fiscal Quarter. The General Partner may assign its right to receive the
Management Fee to any person or entity, and it may waive all or any portion of the
Management Fee with respect to any Investor in any Fiscal Quarter without notice to the
Investors. Fees will be debited from the Investor’s capital accounts.
Expenses
The Fund bears all costs and expenses of its organization and ongoing operation including all
(1) trading costs and expenses (such as, for example, brokerage commissions and charges,
expenses relating to short sales, clearing and settlement charges, option premiums, custodial
and service fees, higher commissions or charges related to outsourced trading services, costs
or expenses of portfolio and trading related software or equipment, for example, trade order
management software and portfolio and risk management systems, and quotation services
such as those provided by Bloomberg, Reuters or similar providers), (2) interest and
commitment fees on loans and debit balances (on margin or otherwise), (3) costs and
Part 2A of ADV:
Sea Cliff Partners Management, LP Brochure
expenses of negotiating and entering into contracts and arrangements and making
investments (such as brokerage, legal, accounting, investment banking, appraisal and other
professional and consulting fees and expenses arising from particular investments and
potential investments) and similar expenses in terminating those contracts and
arrangements and disposing of the Fund’s investments, (4) research-related fees and
expenses, including all costs and expenses incurred in connection with (a) any third-party
research consulting, (b) research reports and services, (c) research-related data, software
and equipment (such as subscription fees, data feeds and publications, technical and
performance measuring data, newswire charges and on-line research fees), and (d) research-
related travel fees and expenses, such as flights, meals, accommodation, incidental expenses
and insurance associated with such travel, (5) costs and expenses associated with regulatory
filings of the Fund, the General Partner, the Investment Adviser and their Affiliates relating
to the Fund (including filings under section 13 of the Securities Exchange Act of 1934, as
amended, and Form PF), (6) costs and expenses associated with registering the Fund’s
restricted Securities, (7) costs and expenses incurred in attempting to protect or enhance the
value of the Fund’s investments (including the costs and expenses of instituting and
defending lawsuits or engaging in proxy contests or tender offers), (8) income taxes,
withholding taxes, transfer taxes and other governmental charges and duties, (9) fees and
charges of custodians, clearing agencies and banks, (10) administration, bookkeeping,
recordkeeping, legal, accounting, auditing, tax preparation and all professional, expert and
consulting fees and expenses arising in connection with the Fund’s activities, including (a)
research and legal costs and expenses related to investigative due diligence on potential
portfolio acquisitions, (b) fees and expenses of counsel for the Fund, the General Partner, the
Investment Adviser, or one or more of their officers or managers, (c) administrator or similar
service-provider fees charged for providing middle and back office services (such as order
management and trade reconciliation), and (d) fees, costs and expenses of accounting,
bookkeeping and recordkeeping services of the Administrator or any similar service provider
retained by the General Partner or the Investment Adviser to assist it in performing services
for the Fund, (11) fees, costs and expenses of offering and selling Limited Partner interests
and communicating with existing and prospective Limited Partners (including legal and
accounting fees and expenses, governmental and self-regulatory agency filing fees and travel
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