Item 5 – Fees and Compensation
A. Fee Schedule
The fees and compensation payable to Goanna Capital are negotiable and vary among its
Funds. The specific manner in which fees are charged by Goanna Capital are established by
each Fund’s Governing Documents. Goanna Capital may also negotiate specific fee
arrangements with a particular investor pursuant to a side letter. The range of compensation
is generally as follows:
1. Management Fee
Depending on the Fund, Goanna Capital typically receives either a one-time asset-based or
annual asset-based management fee calculated as a percentage of each Investor’s capital
account, payable in advance. The management fee is generally 2.0%, but Goanna Capital
reserves the right to waive, reduce or calculate differently such management fee with respect
to any Investor.
2. Performance-based Fees
Goanna Capital is generally entitled to receive “carried interest” with respect to each Fund
Investor. The carried interest may vary from Fund to Fund, but it generally equals 20% of
the investment profits the Investor receives in respect of such Fund, subject in some cases to
reductions for satisfaction of a “preferred return.” Carried interest is generally paid out of
proceeds the applicable Fund receives in respect of its portfolio investments, including
interest and dividend payments and net of proceeds from the sale of portfolio investments.
Please refer to the applicable Governing Documents for further information regarding the
carried interest of a Fund. The carried interest will only be charged to accounts of those
Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act
of 1940, as amended (“Advisers Act”).
B. Payment of Fees
Management fees, performance-based fees, and fund expenses (discussed below) are
deducted from the Client’s assets. Management fees, which are paid in advance, are
withdrawn at the beginning of the year. Carried interest is determined when an Investor
receives a distribution from such Investor’s capital account(s). Administrative fees are
charged in connection with certain services provided to Investors.
C. Fund Expenses
The Funds shall bear such costs and expenses as Goanna Capital shall reasonably determine
to be necessary, appropriate, advisable or convenient to carry on its business and realize its
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objective, including but not limited to: all fees, costs, expenses, liabilities and obligations
relating to a Fund’s and/or its subsidiaries’ or holding entity’s activities, investments and
business (to the extent not borne or reimbursed by a portfolio investment), including: (a) all
fees, costs, expenses, liabilities and obligations attributable to sourcing, structuring,
organizing, acquiring, managing, undergoing diligence, operating, holding (including
expenses of tracking software), hedging, taking public or private, valuing, winding up,
liquidating, or dissolving and disposing of a Fund’s investments (including interest and fees
on money borrowed by a Fund, Goanna Capital or a Fund’s General Partner on behalf of a
Fund, registration expenses and brokerage, finders’, custodial, and other fees), whether
consummated or unconsummated and whether or not such activities are successful; (b)
indebtedness of, or guarantees made by a Fund, Goanna Capital or a Fund’s General Partner
on behalf of or in respect of the Fund (including any margin loan, credit facility, loan
commitment, letter of credit or similar credit support), including any principal, interest or
fees and expenses with respect thereto, or any fees and expenses relating to evaluating,
negotiating or seeking to put in place any such indebtedness or guarantee; (c) legal,
accounting, asset and financial administration, custodian, bookkeeping, recordkeeping
professional services fees and expenses (including attorneys’ fees) relating to a Fund and its
activities, and custody expenses (including expenses related to proprietary systems); (d) fees
and expenses relating to outsourced finance, reporting, administration, accounting and back-
office services, depositary, auditing (whether an audit is required by the applicable Governing
Documents or not) or insurance (including directors and officers errors and omissions
liability, cyberinsurance, and other insurance); (e) reasonable travel and entertainment
expenses; (f) litigation and indemnification costs and expenses, judgments, and settlements;
(g) expenses incurred in connection with tax compliance (including Foreign Account Tax
Compliance Act compliance) or in connection with the investigation, prosecution, or defense
of any claims by or against a Fund, including claims by or against a governmental authority;
(h) consulting, broker, finder’s, financing, commitment fees, printing, transfer, registration,
appraisal, third party valuations, filing and other fees and expenses; (i) fees, costs and
expenses associated with the preparation or distribution of a Fund’s financial statements, tax
returns, tax estimates and Schedules K-1 or any other administrative, regulatory or other
Fund-related reporting or filing, including any filings, notifications, reports or other
regulatory requirements contemplated by or arising under the Alternative Investment Fund
Managers Directive or any other similar law, rule or regulation (including any implementing
law, rule or regulation relating thereto); (j) all fees and expenses incurred in connection with
the maintenance of a registered agent and office in a jurisdiction; (k) developing, licensing,
implementing, maintaining or upgrading any web portal, extranet tools, computer software
or other administrative or reporting tools (including subscription-based services and
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