FEES AND COMPENSATION
A. Advisory Fees and Compensation
The fees applicable to each client are set forth in detail in each client's governing documents. A brief
summary of such fees, expenses, and compensation with respect to the Fund (all of which is qualified
by and subject to the language of the Fund's governing documents) is provided below.
1. Management Fees
The Fund pays a quarterly management fee (the "Management Fee") calculated with respect to each
limited partner at a rate equal to 2.50 per cent per annum of the amount under management for such
limited partner. The Management Fee shall accrue in quarterly installments in advance on each January
1, April 1, July 1 and October 1 (or as otherwise set forth in the Fund's governing documents) and shall
be prorated for any applicable period of less than a full three-month period. For the avoidance of doubt,
the Investment Manager may defer, waive and/or reduce the Management Fee with respect to any
limited partner, including affiliated limited partners, in its sole discretion.
2. Performance Allocation
An affiliate of the Investment Manager is entitled to receive a 25 per cent performance-based allocation
from the Fund (the "Performance Allocation") as disclosed in the Fund's limited partnership agreement.
For the avoidance of doubt, the Investment Manager may defer, waive and/or reduce the Performance
Allocation with respect to any limited partner, including affiliated limited partners, in its sole discretion.
B. Additional Fees and Expenses
As set forth in detail in the Fund's limited partnership agreement, the Firm and the Fund General Partner
are entitled to be reimbursed for expenses that are required to be borne by the Fund and incurred in
connection with operating the Fund. Those expenses are expected to include: (i) reasonable
organizational expenses of the Fund and any Fund related entity; (ii) any and all fees, costs and
expenses incurred in connection with the discovery, investigation, evaluation, purchase, holding,
monitoring, sale and exchange of Investments (whether or not consummated), including, without
limitation, private placement fees, sales commissions, appraisal fees, taxes, brokerage fees,
underwriting commissions and discounts, broken deal expenses, development, operating fees
(including without limitation fund accounting and investor reporting portal software programs) and legal,
accounting, investment banking, consulting, information services, professional fees and expenses; (iii)
any and all costs and expenses incurred in connection with the development, acquisition, holding,
disposition, carrying or management of Investments, including, without limitation, custodial fees, trustee
fees, maintenance and storage costs of books and records and other administration fees; (iv) any and
all costs and expenses incurred in connection with the Fund's financial statements and reports, tax
returns, Schedules K-1 (or similar schedules) and any other communications with Fund's limited
partners; (v) any and all fees and disbursements of external attorneys, accountants, industry
consultants, auditors and other operational and professional advisors relating to Fund matters, including
those incurred in connection with any documents, agreements or financial statements required by the
Fund's governing documents; (vi) any and all taxes and other governmental charges that may be
incurred or payable by the Fund and not specifically chargeable to any particular investor under the
relevant governing documents; (vii) any and all insurance premiums and expenses and regulatory and
litigation expenses (and damages) incurred by the Fund in connection with the activities of the Fund,
including life insurance in respect of any Principal for the benefit of the Fund, as well as errors,
omissions, fidelity, general partner liability, fiduciary, directors' and officers' insurance and similar
coverage for certain persons acting on behalf of the Fund or any Fund related entities; (viii) any and all
costs and expenses (including legal fees and expenses) incurred to comply with any law or regulation
related to the activities of the Fund, the Fund General Partner and the Investment Manager or incurred
in connection with any litigation or governmental inquiry, investigation or proceeding involving the Fund,
including the amount of any judgments, settlements or fines paid in connection therewith and including
regulatory expenses of the Fund General Partner and the Investment Manager related to the preparation and
filing of Form PF and other similar regulatory filings, expenses related to filings required under the
Securities Exchange Act of 1934, as amended, and preparation and filing of reports under the
Commodity Exchange Act of 1936, as amended; (ix) any and all costs and expenses incurred in
connection with the dissolution, liquidation, winding up or termination of the Fund; (x) any and all costs
and expenses incurred in connection with any amendments, modifications, revisions or restatements to
the constituent documents of the Fund and Fund related entities; (xi) any and all costs and expenses
incurred in connection with any valuation of the assets of the Fund; (xii) any and all costs and expenses
related to defaults by Fund investors in the payment of any capital contributions (to the extent not paid
by the defaulting investor); (xiii) any and all costs and expenses incurred in connection with distributions
to the Fund investors; (xiv) reasonable costs and expenses incurred in connection with any meeting of
the Fund investors; (xv) reasonable costs and expenses related to the Fund's indemnification
obligations; (xvi) any and all interest on, and fees and expenses arising out of, or otherwise incurred by
the Fund in obtaining, any Fund debt; (xvii) any and all fees, costs and expenses incurred in connection
...