ITEM 5. FEES AND COMPENSATION
Willowbridge receives compensation for services to Clients in the form of asset-based fees (“Management
Fees”) and/or performance-based fees or allocations (“Performance Fees”) which are payable by the Client.
Management Fees and Performance Fees are referred to collectively in this Brochure as “Fees.” For a
managed account, Willowbridge generally will invoice the Client for its Fees which either will be deducted
from the Account or paid outside the Account by the Client. For a fund, Fees generally will be deducted
directly from the assets of the fund as directed by Willowbridge to the fund’s administrator. Fees generally
are payable in arrears after the close of the applicable period.
Willowbridge’s standard Fees are summarized below. The specific Fees applicable to a particular Client
are described in the governing investment management agreement, limited partnership agreement, and/or
the confidential offering memorandum, as applicable. Fees generally are not negotiable; however,
Willowbridge reserves the right to charge certain Clients or investors Fees that are higher, lower, or
calculated differently than the standard Fees with the consent of the Client or investor. Fees are waived or
reduced for investments by Willowbridge’s principals and personnel.
Management Fee
Management Fees generally are equal to a percentage of the Net Asset Value of the Account as of the end
of each month, prior to reduction for the Performance Fee, accrued and payable monthly in arrears.
Management Fees typically are between 0% and 3% of Net Asset Value on an annual basis. In the event
that assets are withdrawn or redeemed from the Account during the month, the Management Fee is pro-
rated. Management Fees are payable regardless of whether trading for the Account is profitable.
For purposes of calculating the Management Fee, “Net Asset Value” generally means total assets, including
all cash and cash equivalents, accrued interest, and the market value of all open positions maintained in the
Account, less all liabilities of the Account, inclusive of brokerage commissions, other transaction charges,
and custodial and interest expenses, and is determined in accordance with accounting principles generally
accepted in the United States. For certain managed accounts, the Management Fee is charged based on the
“nominal account size” of the Account (i.e., the exposure level at which Willowbridge may trade the
Account, which will be greater than the Net Asset Value or cash equity in the Account).
WAI Form ADV Brochure 2A 032918
Performance Fee
Performance Fees generally are equal to a percentage of the Net New Profits (or a similar term), if any, in
the Account during each “Performance Period”, accrued and payable as of the end of each Performance
Period. Performance Fees are typically between 0% and 25% of Net New Profits, and the “Performance
Period” typically means each calendar quarter, or earlier to the extent that assets are withdrawn or redeemed
from the Account on a date earlier than quarter-end. For any Performance Period, “Net New Profits”
generally means the sum of all realized and unrealized profits and losses, minus the sum of Management
Fees and other expenses. The Performance Fee is subject to a “high water mark”, in that all cumulative net
trading losses must be recouped and new trading profits achieved before a Performance Fee is again payable
in any Performance Period. The Performance Fee generally is calculated separately for each class of
interests in a fund.
If a Client pays a Performance Fee to Willowbridge for a Performance Period and the Client incurs trading
losses for a subsequent Performance Period, Willowbridge will retain the amount previously paid.
Therefore, Willowbridge may be paid a Performance Fee during a year in which the Client overall incurred
net trading losses. The Performance Fee will be based on unrealized, as well as realized, trading gains.
There can be no assurance that such gains will, in fact, ever be recognized or that an Account will be
profitable.
Additional Fees and Expenses
Clients will incur direct and indirect fees and expenses as described in the offering memorandum, limited
partnership agreement, investment management agreement, or other governing document. Such fees and
expenses may include brokerage commissions, spreads and other transaction fees, offering expenses,
custodial fees, administrative fees, reporting, accounting, audit, tax, regulatory, legal, consulting, printing,
postage and computer costs, and fees of independent directors, interest charges, wire transfer and electronic
fund processing fees, and mutual fund fees, among others. These fees or expenses are charged by third
parties, such as a broker or custodian, and typically are deducted from a managed account directly by the
service provider charging the expense or in the case of a fund, by the fund’s administrator and paid to the
service provider. Willowbridge does not receive, directly or indirectly, any of these other fees or expenses
charged to Clients by third parties. However, Willowbridge may receive certain products and services from
brokers in connection with the execution of Client portfolio transactions with such brokers. See Item 12 –