ITEM 5: FEES AND COMPENSATION
A. The Funds’ Clients are all qualified purchasers, and the fee schedule is discussed with each Client prior to
their investments. It should be noted that Wolf Hill’s fees may be waived or reduced in certain instances in
the sole discretion of Wolf Hill. The fee schedule is discussed and negotiated with each SMA Client prior to
their investments with determining factors based off, but not limited to the size of the investment, the
strategy implemented and liquidity terms. In addition, SMA Clients are all qualified purchasers.
B. Wolf Hill deducts any asset-based management fees payable by a Fund with respect to investors directly
from such Fund on a quarterly basis, in advance. As a result, Wolf Hill will prorate and rebate management
fees with respect to any partial period as further described in each Fund’s offering documents. Each SMA
Client will pay the applicable management fee (if any) as outlined in its SMA Agreement.
C. The fees applicable to each Fund and each SMA Client are set forth in detail in each Fund’s offering
documents and each SMA Agreement, respectively. A summary of such fees is provided below.
Funds:
Each Fund pays for all of its own expenses as detailed in the offering and related documents of such Fund.
Other types of fees or expenses the Funds are responsible for include, the following fees and expenses: (a) all
expenses, incurred in connection with the offer and sale of Interests (other than placement agent fees),
including, but not limited to, conference attendance expenses, documentation of performance and the
admission of Investors, (b) all operating expenses of the Fund such as tax preparation fees (including, without
limitation, any such fees related to the preparation of tax returns and Schedule K-1s), governmental fees and
taxes (or any other governmental charges levied against the Fund), fund administrator, custodial and prime
brokerage fees and expenses, communications with Investors and ongoing legal, accounting, auditing,
administration, appraisal, bookkeeping, independent shadow accounting, consulting and other professional
fees and expenses, including for litigation, and preparation of the Fund’s financial statements and reports, (c)
all Fund costs, expenses and charges incurred in connection with the investment and trading activities of the
Fund (e.g., brokerage commissions, mark-ups, margin interest, expenses related to short sales, custodial fees,
clearing and settlement charges and other transaction costs to brokers), (d) professional and other advisory
and consulting expenses (including, for purposes of clarity, any Advisory Committee expenses), monitoring or
the assertion of rights or pursuit of remedies (including, without limitation, pursuant to bankruptcy or other
legal proceedings, or participation in informal committees of creditors or other security holders of an issuer),
(e) all fees and other expenses incurred in connection with the investigation, prosecution or defense of any
claims by or against the Fund, (f) interest on, and fees and expenses arising out of, all borrowings made by
the Fund, (g) the costs of any litigation and indemnification relating to the affairs of the Fund, (h) expenses
related to third party research, publications, data and data services, including real time pricing and market
information (such as Bloomberg and Reuters services) and historical pricing and other data, order
management system, portfolio management system and risk management system and advisory, (i) costs of
compliance with applicable laws and regulations of governmental and self-regulatory bodies, including costs
incurred by the General Partner, the Investment Manager and their respective affiliates in complying with
laws and regulations that apply to any such entities as a result of their services to the Fund, (j) the Fund’s
expenses associated with forming and maintaining the legal existence of the Fund, including directors’ fees,
administrators’ fees, (k) costs associated with regulatory filings including but not limited to Form PF, (l)
insurance premiums of the General Partner, the Investment Manager and/or the Fund, and (m) all other
reasonable expenses related to the management and operation of the Fund and/or the purchase, sale or
disposition of the Interests, including, in the case of any expenses directly related to the Fund’s and one or
more of its related funds’ investments, any portion of any such joint expenses that the General Partner
determines are properly and ratably allocable to the Fund.
SMA Clients:
SMA Clients may pay or provide for: (i) all costs and expenses of transferring the assets to the Account
and its legal expensing with setting up the account; (ii) all taxes and governmental fees and charges
incurred by the Account (including all withholding taxes); (iii) all brokerage commissions and other trading
costs and fees, underwriting discounts, sales loads, spreads and other similar charges; and (iv) all charges
of U.S. Depositories and of any custodian and/or other service providers.
See Item 12 of this brochure for additional information regarding Wolf Hill’s brokerage practices.
D. All asset-based management fees chargeable by Wolf Hill are generally taken in advance. In the event
of a withdrawal by an investor in a Fund or SMA other than as of the last day of a calendar quarter (or
calendar month), a pro rata portion of the management fee, based upon the actual number of days
remaining in such quarter (or month), will be repaid by Wolf Hill to such investor in the applicable Fund
or SMA Client (as the case may be) for the benefit of such withdrawing investor or SMA Client (as the case
may be) to the extent such management fee was taken in advance.
E. Wolf Hill and its supervised persons do not accept any compensation (e.g., brokerage commissions or
other compensation) for the sale of securities or other investment products, including interests or shares
...