Item 5. Fees and Compensation
Fees and Allocations. The Funds, the U.S. Feeder investors and the Offshore Feeder U.S.
investors are “qualified purchasers” as defined in ICA section 2(a)(51)(A). Therefore, information
on how View Ridge is compensated for its advisory services and its fee schedule is not included
here. View Ridge’s compensation is negotiable and varies, but is set forth in each Fund’s
confidential offering circular or private offering memorandum.
View Ridge GP serves as the general partner of the Master Fund and the U.S. Feeder. As general
partner, View Ridge GP deducts directly from the Master Fund management fees, which it has
assigned to View Ridge, and performance-based profits allocations. Investors pay these
management fees and performance allocations indirectly through their investments in the U.S.
Feeder and the Offshore Feeder.
Management fees are deducted in advance on the first day of each fiscal quarter and performance
allocations are allocated at the end of each fiscal year or at the time of an investor’s withdrawal or
redemption. Generally, if a Fund terminates or an investor withdraws or redeems, the investor
(through the Master Fund) bears expenses, the management fees and performance allocations
through the date of termination or withdrawal or redemption. If an investor withdraws or redeems
from a Fund on a date other than a Permitted Withdrawal Date (defined below), however, there is
no refund to that investor of any management fee that it previously paid for that period.
View Ridge provides certain investors special fee and allocation arrangements that it does not
provide to other investors. View Ridge may waive all or any portion of the management fees or
performance allocations with respect to any investor.
View Ridge complies with Rule 205-3 under the Investment Advisers Act of 1940, if required.
Performance allocations may create an incentive for View Ridge to make more risky and
speculative investments than it would otherwise make.
View Ridge believes that its fees are competitive with fees charged by other investment advisers
for comparable services. Comparable services may be available, however, from other sources for
lower fees.
Withdrawal or Redemption Rights. If an investor submits a withdrawal or redemption request on
or before the 15th day of the second month of a calendar quarter, such investor generally may
withdraw or redeem up to 25% of its related Master Fund capital account balance as of the end of
such calendar quarter (each a “Permitted Withdrawal Date”). Each such withdrawal or redemption
is subject to the restrictions and limitations described in the Fund’s confidential offering circular,
private offering memorandum or organizational documents, including any restrictions on the
amount of capital that may be withdrawn or redeemed by an investor on consecutive Permitted
Withdrawal Dates. Investors also have certain special withdrawal or redemption rights if certain
events occur to either of Edward S. Chung or Max A. Strasburg.
Expenses. Each Fund is responsible for its own costs and expenses, including trading costs and
expenses (such as brokerage commissions, expenses related to short sales and clearing and
settlement charges), ongoing legal, accounting, bookkeeping, professional, expert and consulting
fees and expenses, and the fees and expenses charged by the Fund’s administrator for its
accounting, bookkeeping and other services. View Ridge and View Ridge GP each bears its own
operating, general, administrative and overhead costs and expenses, other than the expenses
described above. Securities brokerage firms and futures commission merchants (“FCMs”) that
execute securities trades for the Master Fund, however, may pay part of these costs and expenses,
as discussed in Item 12 below.