EFTA00917390.pdf

From: Richard Kahn To: "Jeffrey E." <[email protected]> Subject: Fwd: Enhanced Share Class - Boothbay Date: Fri, 05 Jan 2018 21:10:46 +0000 Attachments: BBARS-Boothbay_Absolute_Retum_Strategies_PPM_July_2017_Onshore.pdf; BBARS- Enhanced_Class_Conversion_Request_Forrn.pdf; Boothbay- PPM_Supplement_Enhanced_Class.pdf sorry to be a pain but ari is insisting on signed paperwork today for this to be effective Jan 1 vs Feb 1 please advise if ok to send thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel 212-971-1306 fax 212-320-0381 cell Begin forwarded message: From: Richard Kahn gcl Subject: Fwd: Enhanced Share Class - Boothbay Date: January 5, 2018 at 3:11:25 PM EST To: "Jeffrey E." <[email protected]> attached below are darren questions and responses highlights are as follows: a) incentive allocation is 14% not 15% per original fund b) mgmt fee is 1.5% not 1% per original fund c) soft lock of 1 year on 7.5mm investment then quarterly withdrawal with 60 day notice d) investment subject to 10% walk away rights please advise if ok to sign attached 3 page conversion agreement once above language is incorporated thank you EFTA00917390 Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel 212-971-1306 fax 212-320-0381 cell 917-414-7584 Begin forwarded message: From: Freddie Richardson Subject: RE: Enhanced Share Class Date: January 5, 2018 at 10:24:40 AM EST To: 'Richard Kahn' < Cc: Daniel Bloom < Hi Richard, Thank you and our comments below. We are happy to jump on the phone with Ari if that helps as well as this is time sensitive to be January 01 effective. Best, Freddie Frederick Richardson Boothbay Fund Management 810 Seventh Avenue, 6th Floor New York, NY 10019 212.332.2684 From: Richard Kahn fmailto: I Sent: Friday, January 05, 2018 8:55 AM To: Freddie Richardson Cc: Daniel Bloom Subject: Enhanced Share Class attached are our comments please review and lets discuss later today thank you Because of the additional letter agreement, it appears that the following would apply to our investment, assuming we would be investing in the 2A-E interests: 1. Instead of a 16.5% incentive allocation, our investment would be subject to a 15% investment allocation for the life of the investment. 14% EFTA00917391 2. Our loss recovery account would carry over to the new investment. There is no loss 3. The letter contemplates calculation of incentive allocations from the last time it was calculated of BBARS, but given that our converted investment will be as of January 1, 2018, I don't think that aspect applies to us. I believe the incentive allocation will be performed for BBARS as usual for the year ending 12/31/2017 and then start new for the converted investment as of Jan 1. Please confirm with Ari. Correct 4. Section 3 of the letter is a little confusing as well. It seems to suggest that our management fee for the converted investment will be 1.5% per annum applicable to Class 2A-E interest, minus 1% per annum equal to Class 2F interests, or a .5% management fee. Is that correct? please check with An. Its 1.5 5. There will be a full one-year soft lock up for our converted interests, even though we have been in Boothbay for many years. Please speak to Ari and have him eliminate the soft lock. We cannot eliminate the I year soft lock. The entire product was originally created to be a 2 year vehicle but we created the `time spent' concept so a one year option was available for you. Ari is happy to discuss further. 6. This new investment should still be subject to our 10% walk away rights as provided in our current side agreement. Ok Thanks. Richard Kahn HBRK Associates Inc. 575 Lexington Avenue, 4th Floor New York, NY 10022 tel 212-971-1306 fax 646-350-0954 cell EFTA00917392