Item 5. FEES AND COMPENSATION
(A) Generally: All fees are not individually negotiated. The relevant offering documents of the
Funds fully disclose the terms of the compensation collected by the Firm on behalf of the
Funds.
The Firm charges the Funds a quarterly management fee (the “Management Fee”). The
quarterly Management Fee is equal to 0.4375% (or 1.75% annually) of the net asset value
of the limited partners’ share of the Fund’s Net Asset Value (as defined in the offering
documents (the “Offering Documents”)). The Firm will receive the Management Fee at
the Master Fund level, and, accordingly, no Management Fee will be paid at the Feeder
Fund level.
In addition, the Firm shall collect a Performance Allocation (as defined below), equal to a
certain percentage of the Fund’s net income, as discussed in Item 6, below.
Regarding SMAs, the Client’s investment management agreement with the Firm will
define the Management Fees applicable to each Client. Such fees may be charged monthly
or quarterly, in advance or in arrears, or as otherwise negotiated with the Client.
No supervised person accepts compensation (e.g., brokerage commissions) for the sale of
securities or other investment products.
(B) Payment of Fees. Management Fees are calculated and payable quarterly in advance, as
specified in the applicable confidential private placement memorandum and related
Offering Documents. No part of the Management Fee will be refunded in the event that a
Fund Investor withdraws, whether voluntarily or involuntarily, all or any of the value in
such Fund Investor’s capital account during any month.
(C) Additional Fees and Expenses: The Firm will be responsible for its own costs and
expenses. Such costs and expenses include: normal operating overhead, the cost of
providing relevant support and administrative services (e.g., employee compensation and
benefits, rent, office equipment, computer systems, insurance (other than as expressly set
forth in the Memorandum and/or the Governing Documents as an expense of the Funds),
utilities, telephone, secretarial and bookkeeping services, etc.).
Nonetheless, the Funds bear all of their own direct and indirect expenses. Any pooled
investment vehicle which may be organized in the future will bear its own expenses.
In addition, Clients will incur brokerage and other transaction costs. Clients and/or Fund
Investors should review Item 12, which discusses conflicts of interest related to brokerage
practices.
Lastly, the Firm entered into a consulting agreement with AR Capital Consultants LLC,
(“AR”) effective July 1, 2025 to provide research services. The cost of the services is
$25,000 per month, and the Firm may pay additional consideration on a discretionary
basis. The agreement with AR is terminable at will by either party. AR is an entity in
which Adam Sender, the Firm’s controlling person and Chief Executive Officer, owns a
controlling interest. This relationship presents a conflict of interest, as the Firm has a
financial incentive to use AR rather than an independent third party. However, the Firm
believes the research provided is of high quality and appropriate for the Firm’s clients. The
Firm does not charge clients extra for this service, but the costs of this agreement are part
of our overall business expenses.
Details concerning applicable fees and expenses are set forth in the Funds’ Offering
Documents, and in the case of SMA Clients, in their investment management agreement.
Withdrawal from the Funds: Subject to certain restrictions described in the Offering
Documents and to the Lock-Up Period (as defined therein), each Fund Investor may
withdraw from the Funds as of the last day of each quarter, upon at least 30 days’ prior
written notice to the Administrator (as defined therein). Notwithstanding the foregoing, no
partial withdrawal will be permitted if the value of the Fund Investor’s capital account(s)
after such withdrawal is implemented will be less than $1,000,000 (subject to the discretion
of the Firm to waive such requirement).
(D) Fees Paid in Advance: Please review Item 5. (B), above.
(E) Additional Compensation of Supervised Persons: Neither the Firm nor any of its
supervised persons accepts compensation for the sale of securities or other investment
products.