Item 5: Fees and Compensation
A.P. Gilfoyle offers fee arrangements which vary by strategy and involve management fees
(generally a percentage of assets), performance fees (generally a percentage of profits) or some
combination of the two. Fees are negotiable, and individual arrangements are based on the
specific investment strategy as well as Client and/or fund investor specific factors, including, but
not limited to, assets under management, the risk/return parameters of the investment, the
structure of the investment, and the structure of the management and performance fees
negotiated by each specific fund investor. Management fees have asset based fees as described
in each Client’s offering memorandum, investment management agreement, or other governing
document, as applicable. For certain Clients, A.P. Gilfoyle is entitled to receive performance fees
that are typically based on a percentage of profits for each calendar quarter or year, as applicable.
Performance fees can be subject to adjustments for any previous unrecovered net losses (or
underperformance relative to an applicable benchmark). Note that A.P. Gilfoyle has waived,
reduced, and/or otherwise modified Management Fees and/or Performance Fees for certain
Clients (or fund investors therein, as applicable) and can do so in the future. Similarly, A.P. Gilfoyle
has substituted Management Fees in whole or in part with Performance Fees (or vice versa) as
agreed to with Clients (or fund investors therein, as applicable) and can do so in the future.
In addition to external investors, investments in A.P. Gilfoyle Funds can be made by certain
employees and officers of A.P. Gilfoyle (including members of the portfolio management team and
other senior employees, or entities formed for investment purposes by such employees and
officers for their own benefit). Such officers and employees may not be charged management fees
or profit participation fees but will be subject to the same rights and obligations, including
redemption rights, expenses and transaction costs, as those of the other investors.
A.P. Gilfoyle manages all investments through separate Client accounts and/or commingled fund
vehicles. In both cases, in addition to the fees stated above, there are additional fees borne by
Clients, such as auditor fees, custodian fees, back and middle office fees, regulatory and legal
expenses (including class action and collective claim recovery and administration fees),
transaction expenses (including brokerage fees), and government filing fees. Clients may be
charged additional fees by their service providers, such as a fee from a bank to wire money. A.P.
Gilfoyle Funds also bear, either directly or indirectly, the cost of certain organizational,
administrative, offering and other expenses as set forth below.
In addition to the fees and expenses referred to above, each Funds will bear all of its ongoing
offering expenses (including in some cases initial organizational expenses, which may be
amortized over 36 months). Each Fund will also bear all of its ongoing operating and other
expenses. The expenses incurred by each Fund are expected to include: investment expenses
(e.g., expenses which the Fund determines to be related to the investment of the assets of the
Fund, including but not limited to expenses relating to short sales, clearing and settlement
charges, custodial fees and expenses (including initial costs associated with the establishment of
custodial, settlement agency or other service provider relationships), fees relating to trade
confirmation, trade settlement (including overdraft charges or fees incurred in the normal course
of trading), margin and collateral management and reconciliation of trades and holdings, costs of
entering into trading documentation, costs of terminals, expenses relating to reorganizations,
restructurings and workouts involving the Fund’s investments, bank service fees, interest
expenses, borrowing costs and extraordinary expenses (including expenses incurred in
connection with identifying and investigating investments that are ultimately not consummated);
research expenses, including expenses and costs of research resources utilized by A.P. Gilfoyle
generally in connection with the management of various Clients (certain of which research
resources may or may not be used directly in connection with the investments of the strategies);
(solely with respect to specific strategies for which A.P. Gilfoyle utilizes one or more AI Tools
directly) fees and expenses associated with data, information systems and technology utilized
directly or indirectly by A.P. Gilfoyle for purposes of developing, acquiring, analyzing or reviewing
investment research, investment analysis, portfolio management or other related process,
including any research resources utilized in connection with such activities, hardware expenses
(e.g., internal servers, circuits, routers, equipment rental, data transmission lines, communications
equipment and other equipment used to access data), software expenses, subscription costs to
access data, technology and other third-party platforms (e.g., third-party technology provider
platforms, risk monitoring platforms, cloud computing platforms and other internet access costs),
and fees and expenses of third-parties retained to assist in such activities; professional fees
(including, fees and expenses of consultants, experts and outside counsel); costs relating to the
organizational and offering documents and subscription agreements and any document used to
modify, or supplement the organizational and offering documents and subscription agreements of
the strategies and any distribution of such documentation to investors considering making an
initial or additional investment in the Fund; expenses attributable to currency conversions; legal
fees and expenses; accounting, auditing, and tax advisor fees and expenses; administration fees
...