Item 5: Fees and Compensation
A. Advisory Fees and Compensation
As we only provide this brochure to clients who are “qualified purchasers” under Section 2(a)(51) of
the Investment Company Act of 1940, we have not included a fee schedule or the other information
requested by Item 5.A.
B. Payment of Fees
For clients that are pooled investment vehicles, we generally deduct management fees directly from a
client account, generally through a third-party administrator, on a monthly basis and in advance. For
incentive fees or incentive-based allocations of profits for clients that are pooled investment vehicles,
we follow a similar procedure and generally deduct these amounts directly from the client’s account,
generally through a third-party administrator, on an annual basis and in arrears. For a managed account,
this practice could vary depending on the specific arrangement with an individual client.
C. Additional Fees and Expenses
Expenses of SCA
SCA provides office space and utilities, computer equipment and certain administrative services, and
secretarial, clerical and other personnel to the Hedge Fund. SCA will bear the costs of providing such
goods and services, and all of its own overhead costs and expenses, except to the extent such goods,
services, costs and expenses are Hedge Fund expenses as provided below.
Expenses of the Hedge Fund
The Hedge Fund will bear its own expenses and its pro rata share of the Hedge Fund’s expenses, which
include, without limitation, all expenses relating to the activities of the Hedge Fund, such as the
management fee; investment expenses, whether or not such investments are consummated including,
without limitation, expenses that, in SCA’s discretion, are related to the investment of the Hedge Fund’s
assets, such as research, brokerage, prime brokerage and futures commission merchant fees, expenses
relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest
expenses; investment-related travel expenses (which include travel expenses related to the purchase,
sale or transmittal of, or due diligence regarding, the Hedge Fund’s investments, whether or not such
investments are consummated, incurred by SCA); professional fees (including, without limitation,
expenses of consultants, investment bankers, attorneys, accountants and other professionals or experts);
expenses relating to research, market data and information technology related expenses incurred in
investment and risk management activities of the Hedge Fund; administrative expenses (including,
without limitation, fees and expenses of the Administrator); expenses incurred directly by the Hedge
Fund or SCA or its affiliates in connection with the provision of administration services, legal expenses;
external accounting and valuation expenses (including, without limitation, the cost of accounting
software packages); external audit and tax preparation expenses; operational expenses, including,
without limitation, the following: fees and expenses relating to information technology hardware,
software or other technology (including, without limitation, costs of software licensing,
implementation, data management and recovery services and custom development) used to research
investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate
compliance with the rules of any self-regulatory organization or applicable law (including, without
limitation, reporting obligations), facilitate and manage the order execution of Financial Instruments by
the Hedge Fund or otherwise manage the Hedge Fund, such as Bloomberg terminals, portfolio
management systems, risk management systems and order management systems; fees and expenses of
third-party risk management products, models and services; third-party administrative fees and
expenses; the cost of directors’ and officers’ insurance and, during periods when the assets of the Hedge
Fund are not treated as “plan assets” for purposes of ERISA, insurance expenses for SCA including,
without limitation, errors and omissions insurance, cybersecurity insurance and liability insurance; costs
of printing and mailing reports and notices; entity-level taxes; expenses incurred in connection with
negotiating and complying with provisions of any side letter agreement; corporate licensing; regulatory
expenses (including fees and expenses incurred in connection with the preparation and filing of Form
PF, Annex IV, Form CPO-PQR, Section 13 filings and other similar regulatory filings); organizational
and reorganizational expenses; fees and expenses of the Hedge Fund Advisory Committee and its
members and other similar expenses related to the Hedge Fund; start-up expenses (including, but not
limited to, costs of market data and information technology utilized in connection with the development
and testing of the Hedge Fund’s models and strategies); expenses incurred in connection with the
offering and sale of the Interests and other similar expenses related to the Hedge Fund; indemnification
expenses; extraordinary expenses; and fees and expenses incurred in connection with any
reorganization, dissolution, winding-up or termination of the Hedge Fund.
Generally, all expenses borne by the Hedge Fund, other than the management fee and any expenses
which the SCA determines in its sole and absolute discretion should be allocated to a particular partner
or partners (including taxes that are based on the status, action or inaction of a particular partner or
partners), will be charged to the capital accounts of all the partners on a pro rata basis. To the extent
that expenses to be borne by the Hedge Fund are paid by SCA, SCA will be entitled to reimbursement
from the Hedge Fund of all such expenses.
Notwithstanding the foregoing, to the extent the aggregate expenses borne by the Hedge Fund pursuant
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