Wavefront Capital Management LP

Item 5. Fees and Compensation
A.     Investment Advisory Fees
Compensation to be provided to WaveFront for its advisory services is negotiable and varies but
typically consists of a management fee based on the percentage of assets under management. The
fees are stated in the Funds’ Private Placement Memorandum or the IMAs’ investment
management agreement. WaveFront typically charges an annual management fee of 1% of assets
under management. It should be noted that the annual management fee for the IMA’s and other
non-Fund Clients are negotiated on a case by case basis and in certain cases may be higher or
lower than those paid by the Funds.
WaveFront does not assess performance-based fees.
WaveFront may in its sole discretion, waive or alter the Management Fee with respect to certain
clients. Investors and Clients should review the Funds’ private placement memoranda and
governing documents, and the IMA advisory agreements for a more detailed description of
applicable management fees and expenses.
Lower fees for comparable services may be available from other sources.
B.     Deduction of Fees from the Accounts
Generally, the fees for investment advisory services will be charged in advance to the Funds as of
the first business day of each fiscal quarter. Fees are debited directly from the Fund or client
accounts within the quarter following the charge to the account. For sub-advised accounts, such as
IMAs in which WaveFront does not have custody, fee invoices are sent to the appropriate party
for payment remittance to WaveFront.
C.     Additional Fees and Expenses
The management fees charged to Clients do not include operating fees or expenses incurred outside
of investment advisory services, such as brokerage fees and commissions, fund administration,
third-party legal and accounting fees and expenses associated with offerings and sales of shares or
interests (including costs and expenses associated with creating any new class of shares, or
otherwise changing the structure or any term to accommodate any shareholder or limited partner).
Please see Item 12 for the brokerage practices that describe services and transactions that may
incur fees in addition to the quarterly investment advisory fees.
Client accounts that invest in managed funds, such as ETFs, REITs, and master limited
partnerships, also pay, indirectly, investment management fees to the managers of those funds.
IMAs are responsible for their own costs and expenses, which may include, among other things,
trading costs and expenses, fees and charges of custodians, clearing agencies and banks, and third-
party bookkeeping, recordkeeping, administrator, legal, accounting, auditing, tax preparation and
other professional, expert and consulting fees and expenses.

                                                                                  WaveFront Capital
Form ADV Part 2

In addition, IMAs which WaveFront manages may pay additional management, distribution, risk
monitoring, and sponsor fees in connection with their operation. Information regarding these fees
and expenses is included in the applicable fund prospectus and/or statement of additional
information.
D.     Advanced Fees
The management fee is generally payable in monthly or quarterly installments at the beginning or
end (depending on the provisions of each Client’s account agreement) of each period based on the
net market value of the Client’s account at the close of the market on the date the fee accrues and
becomes payable. Please see Item 5.A. for the schedule of fees listing the specific percentages of
assets under management that will be charged quarterly for the investment advisory fees. If the
advisory or investment management relationship is terminated prior to the last business day of a
fiscal quarter, the fees paid in advance will be prorated to the date of termination and any unearned
portion of the fees will be returned to the client.
E.      Compensation for Sale of Securities or Other Investment products
WaveFront does not assess sales or service charges in connection with the purchase or sale of
securities in client accounts. As discussed in Item 5.C. above, brokerage fees and commissions
may be assessed with such securities transactions.

Item 7. Types of Clients, Account Opening and Maintenance Requirement
WaveFront currently offers its investment advisory services to qualifying individuals and
institutions, which may include banks and thrift institutions, foundations, endowments, investment
companies, hedge funds, pension funds, trusts, and corporations.
Currently, WaveFront serves as investment advisor to only private investment vehicles (hedge
funds) and IMAs. IMAs may include accounts of collective investment vehicles such as private
funds sponsored or organized by other entities, or sub-advised mutual funds. WaveFront's private
funds accounts are offered only to individuals and entities who meet the eligibility requirement for
investing in such funds. Subscriptions for Fund interests will generally be accepted only from
accredited investors and qualified clients who are eligible to enter into a performance fee
arrangement under the Investment Advisor's Act of 1940, as amended and California Code of
Regulations (CCR) Section 260.234. In addition, investors will be required to make representations

                                                                                 WaveFront Capital
Form ADV Part 2

concerning their sophistication as investors and ability to bear risk of loss of their entire
investment.
WaveFront may increase or decrease the minimum investment or subscription amount at its sole
discretion subject to appropriate rules and regulations. The minimum subscription that will
generally be accepted shall range from $100,000 to $1,000,000, depending on the terms of each
Fund. For IMAs, the minimum subscription that will generally be accepted is $2,000,000.
WaveFront may, in its sole discretion, waive the minimum subscription requirement for any
investor. Qualified prospective investors should carefully read the Fund's offering memorandum
(the “Memorandum”) and charter documents, or the IMA’s investment management agreement
and any accompanying materials.
Prospective investors should consult with their own counsel and advisor as to all matters
concerning an investment in a Fund or IMA.