Item 5 - Fees and Compensation
A. Our fees and compensation are described in the advisory contracts we enter into with our
clients. We receive a management fee and an incentive fee. Fees are not negotiable. All of our
clients are “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act
of 1940, as amended (the “1940 Act”).
B. We deduct our management fees from client accounts quarterly in advance. We deduct
performance related fees from client accounts upon realization of profits of a particular
deal/security, which would be considered in arrears.
C. Fees to be borne by the clients are specifically outlined in each client’s offering and governing
documents. Clients that are private investment funds generally bear (i) all expenses associated
with the organization and ongoing administration of such private investment funds, including
legal and accounting fees, (ii) all expenses incurred in connection with communications with
investors and the ongoing offer and sale of interests in the private investment funds, (iii) all third
party administration, accounting, tax preparation, audit, bookkeeping, governmental fees and
taxes and legal and compliance fees and expenses of, or relating to, the private investment funds,
(iv) all expenses incurred for the benefit of the private investment funds related to the
maintenance and procurement of information technology and data related services, systems and
equipment, valuation services, proxy voting services and insurance, (v) all direct and incidental
expenses relating to research and due diligence of existing and potential investments (including,
without limitation, the use of consultants and attorneys) and research materials, and (vi) all
trading and investment related costs and expenses (e.g., brokerage commissions, margin interest,
expenses related to short sales, custodial fees and clearing and settlement charges). (See Item 12
“Brokerage Practices” below.)
We may also allocate a portion of certain clients’ capital to money market funds, closed end
mutual funds, or exchange-traded funds. In addition to the fees and expenses discussed above,
investors will indirectly incur similar fees and expenses if we invest client’s capital in such
Woodbourne Management International LP Form ADV: Part 2A Page 5
money market funds, closed end funds, or exchange traded funds, as these funds in turn pay
similar fees to their investment managers and other service providers.
D. Management fees are paid quarterly in advance and are refundable on a pro rata basis (based
on the actual number of days remaining in such quarter) if the advisory contract is cancelled prior
to the end of a payment period. The refund would be repaid by the Advisor to the Partnership and
distributed to the withdrawing limited partner. Given the redemption terms of our funds (which
are highlighted in each Client’s offering documents), it is unlikely that a fee refund would be
owed if a limited partner submitted a redemption request after fees had been deducted.
E. Not applicable.