Item 5 – Fees and Compensation
Calculation and Payment of Management Fees
In consideration for providing portfolio management services to the Partnership, the Adviser will generally
receive an annual management fee (the “Management Fee”), equal to 2.00% per year of each Limited
Partner’s share of the net asset value of the Partnership. The Management Fee shall be payable annually in
advance and calculated as of the first Business Day of each calendar year. (“Business Day” means any day
that is not a Saturday or Sunday or a day on which state or national banking institutions are authorized or
obligated by law or executive order to remain closed in Delaware.) The Management Fee will be deducted
from invested capital and Partnership income. Since the Management Fee may accrue at some time during
a calendar year, the Limited Partners may be required to pay a pro-rated Management Fee on amounts
invested during the calendar year; however, no Management Fee will be refunded for any amounts
withdrawn during any calendar year. The Management Fee is payable from the income received from
Partnership investments attributed to Limited Partners on an annual basis (“Limited Partner Income”).
Limited Partner Income is received in the form of disposition proceeds of the Partnership’s investments
attributed to the Limited Partners. In the event that Limited Partner Income is not received by the
Partnership in any given year or is insufficient to cover all of the Management Fees, the Management Fees
for such year may be paid with invested capital of Limited Partners, or may, in the Adviser’s sole discretion,
be accrued and paid in a year where there is sufficient income to pay such fee. The Adviser, in its sole
discretion, may waive or reduce the Management Fee with respect to one or more Limited Partners for any
period of time, or agree to apply a different Management Fee for that Limited Partner.
Limited Partners will be charged a Performance Allocation as set forth in Item 6 below.
Expenses
Organizational Expenses. The General Partner is advancing the organizational costs of the Partnership.
The General Partner is entitled to reimbursement from the Partnership for all amounts expended by it in
connection with the organization of the Partnership including, but not limited to, legal fees, accounting
fees, and costs associated with the initial offering of Interests, as soon as practicable following
commencement of the Partnership’s investment activities. The General Partner intends to modify its
treatment of costs and expenses in accordance with the needs of the Partnership by amortizing its costs and
expenses over a period of 60 months. In the event that the Partnership terminates before such expenses are
fully amortized, the unamortized portion of the organizational expenses will be debited against the
Partnership’s assets at that time. However, the General Partner may in its sole discretion elect to forgo
reimbursement of organizational expenses.
Ongoing Fees and Expenses. The Partnership will be responsible for all ongoing costs and expenses
associated with its administration and operation, as well as all investment expenses (both ordinary and
extraordinary) incurred directly by the Partnership. Such costs include, but are not limited to, (i) all
expenses incurred in connection with the ongoing offer and sale of Interests, including but not limited to
marketing expenses, reasonable travel and entertainment expenses, printing of the confidential offering
memorandum and exhibits and any sales literature, documentation of performance and the admission of
Limited Partners; (ii) all operating expenses of the Partnership such as rent, vehicle expenses, Management
Fees, tax preparation fees, bank service fees, withholding or transfer taxes imposed on the Partnership or
any Partner, governmental fees and taxes, insurance, administrator fees, communications with Limited
Partners, ongoing legal, accounting, auditing, third-party software and related systems, including
accounting software, portfolio management systems, risk management systems, trade execution systems,
order management systems, analytics, price quotation services and/or real time data services, computer
hardware and related systems, offsite data storage, bookkeeping, consulting and other professional fees and
expenses, and all employment related expenses, including, employee salaries and bonuses, health care
benefits (e.g. medical and dental insurance); state and federal withholding taxes, retirement benefits (401k
or similar accounts), reasonable employee reimbursements; (iii) all Partnership trading and investment
related costs and expenses (e.g. brokerage commissions and charges, margin interest, expenses related to
short sales, research and investment related products, custodial fees, clearing and settlement charges,
interest and other fees and charges of prime brokers, financial parties, banks and custodians); and (iv) all
fees to protect or preserve any investment held by the Partnership, as determined in good faith by the
General Partner, and all litigation and indemnification fees and other expenses incurred in connection with
the investigation, prosecution or defense of any claims by or against the Partnership, including
extraordinary expenses. ongoing offering expenses, government fees, fees to the Administrator, research
expenses, research-related travel expenses, Partnership administration, operating, overhead,
communications, and other service providers’ expenses, insurance premiums (if any), printing costs, and
all tax, accounting (and audit) and legal fees, its pro rata share of investment fees and expenses and similar
ongoing operational expenses of the Partnership, as well as extraordinary expenses, including, but not
limited to, expenses relating to litigation or proceedings or examination by the Internal Revenue Service
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