Item 5. Fees and Compensation
The Company's compensation from the Fund, and the allocation of expenses between the
Company and the Fund or its investors, are described in detail in the Fund's PPM (see
also below in this section). The Company has discretion to vary the percentage applicable
to a particular Fund investor when calculating any element of the Company's
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compensation, though the Company does not ordinarily do so. All compensation payable
to the General Partner is paid or payable directly from a Fund account when the
compensation is charged to the Fund and allocated among the Fund investors. No sales
fee or similar charge is payable by any Fund investor in connection with the investor's
investment in the Fund.
The compensation and expense allocation provisions referred to above are described as
follows in the Fund's PPM ("General Partner" refers to the Company, and "Partnership"
refers to the Fund):
Administrative Fee. The General Partner is paid an asset-based Administrative
Fee, in advance at the beginning of each quarter, of one-quarter-of-one percent
(.25%) of the Net Assets of the Partnership, measured as of the first day of the
quarter. The Administrative Fee is payable by each of the Limited Partners based
on their respective Partnership Percentages. Except for the quarterly
Administrative Fee, the General Partner will not be entitled to any compensation
or fees in its capacity as General Partner other than its share of any annual Net
Asset Increase, which will be allocable to the General Partner in accordance with
its Partnership Percentage.
Legal, Tax and Accounting Fees Payable to Mitchell J. Friedman. The
General Partner has authority to engage Mitchell J. Friedman, AT THE
EXPENSE OF THE PARTNERSHIP, to provide legal, tax and accounting
services to the Partnership. Pursuant to such authority, the General Partner has
engaged Mr. Friedman to perform legal services for the Partnership for a quarterly
fee of eight hundredths of one percent (.08%) of the Net Asset Value of the
Partnership, measured as of the first day of each quarter.
Partnership Operating Expenses. Except as specifically provided above, the
Partnership bears all expenses incurred in its operations and the offering of
Partnership interests to investors. Without limiting the preceding sentence, the
Partnership is responsible to pay its own (a) legal and accounting expenses, (b)
insurance expenses, (c) expenses relating to the Partnership’s registration with, or
investigation by, government agencies or self-regulatory organizations, (d) audit
and tax preparation expenses, (e) expenses of a Third Party Administrator; (f)
investment expenses (including the fees of the Investment Managers), (g)
operating expenses and (h) any extraordinary expenses.
Though the Company is authorized to manage assets on a non-discretionary basis,
or on a discretionary basis but with specified restrictions, the Company is not
presently a party to such an arrangement with any client. The Company's
discretion to manage the Fund's assets is not subject to any material restriction.
Fund investors have no right to participate in Fund operations, which are in the
Company's exclusive control.
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