Item 5: Fees and Compensation
A. The Adviser receives no management fee from the Fund for its investment management services.
However, the Fund is responsible for the Sub-Adviser’s sub-advisory fee, which as of the date of
this brochure is 0.87% per annum, charged quarterly in arrears based on the fair market value of
the Fund’s assets (exclusive of uninvested cash before a Trigger Event) and prorated for partial
quarters.
B. After an Investor has received all of the Investor’s aggregate unreturned capital contributions,
20% of the cash available for distribution (as such term is defined in the Fund’s limited
partnership agreement) shall be distributed to the General Partner (the “Performance Allocation”)
and 80% shall be returned to the Investor. Thus, each Investor is subject to the payment of a
performance-based fee to the Fund’s General Partner.
C. Unless otherwise indicated below, the General Partner, the Adviser, and the Sub-Adviser shall
each bear their respective operating expenses in connection with managing the Fund’s affairs
including, without limitation, salaries, office rent, equipment, supplies and other similar
administrative costs.
The Fund shall bear all of the costs and expenses associated with the organization of the Fund
and the offering of its Interests, including, but not limited to: setup, formation, organizational,
syndication and marketing costs, fees, and expenses in connection with the setup, formation,
organization and structuring of the Fund, the General Partner (including the definitive agreements
related thereto), including legal and accounting fees and expenses incident thereto. Costs and
expenses relating to the organization of the Fund may be capitalized and amortized over a period
of sixty (60) months or such period as the General Partner determines in its sole discretion. The
General Partner shall be permitted to make special allocations, in its sole discretion, of income or
expenses among the Partners to ensure that organizational expenses of the Fund are borne
equitably by the Partners.
The Fund will also be responsible for bearing all of its investment and operating expenses,
including, without limitation: the Sub-Adviser’s sub-advisory fee; all costs and expenses incurred
in the holding, purchase, sale or exchange of securities; interest on and fees and expenses
associated with amounts borrowed by the Fund; brokerage fees or commissions, or other similar
transaction-related costs; costs and expenses incurred for research products and services
including any terminals and publications; costs incurred in investigating, purchasing or managing
securities; expenses incurred in connection with the investigation, prosecution or defense of any
claims by or against the Fund, including claims by or against a governmental authority; taxes
applicable to the Fund on account of its operations; fees and expenses incurred in connection
with the maintenance of bank or custodian accounts. The Fund shall also bear expenses incurred
by the General Partner in serving as the fund representative; any sales or other taxes or
government charges which may be assessed against the Fund; the cost of liability and other
premiums for insurance protecting the Fund, the General Partner, the Adviser, and their
respective partners, members, stockholders, managers, managing directors, officers, directors,
trustees, employees, agents or affiliates in connection with the activities of the Fund; all out-of-
pocket expenses of preparing and distributing reports to Investors; out-of-pocket expenses
associated with Fund communications with Investors, including preparation and distribution of
annual, quarterly or other reports to Investors; costs associated with Fund meetings and events
for Investors; all legal, accounting, tax, audit, consulting and professional services fees and
expenses (including tax preparation and public relations) relating to the Fund and its activities;
bookkeeping services; fees and expenses related to attending industry conferences; fees and
expenses relating to outsourced finance, reporting, administration, accounting, and back office
services; out-of-pocket fees and expenses related to regulatory compliance of the Fund, the
General Partner, and the Adviser; all fees, costs and expenses relating to litigation and
threatened litigation involving the Fund, including the Fund’s indemnification obligations;
arbitration expenses; and all expenses that are not normal and recurring operating expenses and
all other expenses properly chargeable to the activities of the Fund. The Fund shall bear all
liquidation costs, fees, and expenses in connection with the liquidation of the Fund at the end of
the Fund’s term, specifically including but not limited to legal and accounting fees and expenses.
The General Partner, in its sole discretion, is authorized to take any of the following actions to pay
the Fund expenses: (i) sell a portion of or all of the Fund’s investments; (ii) accrue such expenses
until such time as the Fund receives proceeds from its investments; or (iii) pay (or cause one of
its affiliates to pay) the expenses on behalf of the Fund. The General Partner may also invoice
the Investors with respect to any such Fund expenses, and any such invoices must be paid by
the Investors within fifteen (15) days of receipt. If the full amount of the expenses due and owing
are not paid by an Investor when due, the General Partner, in its sole discretion, may, in addition
to the remedies described above, reduce the amount of any subsequent distributions or
withdrawal proceeds payable to such Investor by an amount equal to the unpaid expenses,
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