Item 5: Fees and Compensation
The governing documents of each Fund set forth in detail the fee structure relevant to such Fund.
GordonMD typically receives compensation from fees based on a percentage of assets under
management, and Performance-Based Compensation. As discussed below, GordonMD will also
be reimbursed for certain fees or expenses, in each case, as disclosed in each Fund’s governing
documents. See the sections below on Management fees and Performance-Based Compensation
for further details. Investors should review Fund documents detailing all fees and expenses
incurred by the Funds to fully understand the total amount of fees and expenses to be paid by a
Fund.
GordonMD may negotiate fees and waive all or a portion of the fees paid by investors in the Funds.
GordonMD may, in its discretion, enter into different fee arrangements with different Funds or
investors in the Funds for the same investment management services, including the Firm’s
Employees and affiliates.
Management fees payable by a Fund are generally deducted from cash held by such Fund in
accordance with such Fund’s governing documents.
The fee schedules for the Funds are described in detail in each Fund’s offering memorandum.
Investment Management Fees
With respect to Fund’s that employ a public equity strategy (GordonMD Long Biased Master
Fund, GordonMD Long Biased Fund LP, and GordonMD Long Biased Offshore Fund Ltd),
GordonMD receives an asset-based quarterly management fee, paid in advance, equal to 1.5% of
the value each Limited Partner’s Basic Capital Account of the net assets of such Public Equity Fund,
and 2.0% of the value of each Limited Partner’s Designated Capital Accounts of the net assets of
such designated investments (the “Management Fee”). GordonMD may, in its sole discretion,
waive or modify the Management Fee for any investors, including without limitation, investors that
are members, principals, Employees or affiliates of Adviser and its respective affiliates, relatives or
entities of such persons and for certain strategic or large investors.
With respect to Funds that employ a private equity strategy (GordonMD PE Fund LP, GordonMD
PE Offshore Feeder Fund LP, GordonMD PE Fund II LP, and Gordon SPV I LLC), GordonMD
receives an asset-based quarterly Management Fee, payable in advance, equal to 2% per annum of
invested capital of such Private Equity Fund. GordonMD may, in its sole discretion, waive or modify
the Management Fee for any investors, including without limitation, investors that are members,
principals, Employees or affiliates of Adviser and its respective affiliates, relatives or entities of such
persons and for certain strategic or large investors.
Performance-Based Compensation
GordonMD is paid performance-based compensation (“Performance-Based Compensation”) by
the Fund investors, which is compensation that is based on a share of capital gains on or capital
appreciation of the assets of the Fund. The performance-based compensation is generally 20% of
the net profits of the assets within the Funds subject to a loss carryforward provision. GordonMD
may waive or modify the Performance-Based Compensation for any investors, including without
limitation, investors that are members, principals, Employees or affiliates of GordonMD or its
respective affiliates, relatives or entities of such persons and for certain strategic or large investors.
Expenses
In addition to bearing the Management Fee and Performance-Based Compensation, if any, the Funds
also are subject to other expenses related to their investments and operations, such as (i) all
investment-related costs and expenses (i.e., expenses that, in the General Partner’s sole discretion,
are related to the investment of the Funds’ assets, whether or not such investments are
consummated), including commissions and charges, clearing and settlement charges, option
premiums and custodial and service fees, research-related expenses (including research-related
travel expenses with respect to conferences, capital raising, including travel and lodging related
thereto or otherwise), fees and expenses relating to consultants, including healthcare-related
consultants and physician networks (and their expert fees and/or lobbyist fees), and expenses
relating to attorneys, brokers or other professionals or advisors who provide research, advice or
due diligence services with regard to investments; (ii) fees and expenses related to portfolio
exposure and performance management systems, risk management services and software related
to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring,
performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live
financial data and other similar services and data feeds) and trade order management systems
(including systems that facilitate trade compliance, commission management, stock locates and
transaction cost analysis, and third party service providers used for implementation, custom
reporting, updates, consultations, support, maintenance, monitoring and data extracts); (iii) the
Funds’ legal, accounting, tax preparation and other tax-related expenses (including preparation
and mailing costs of financial statements, tax returns and other reports to Members), auditing,
consulting and other professional expenses, including any fees paid to third party valuation agents;
(iv) third-party administration costs and costs of outsourced Chief Compliance Officer, Chief
Financial Officer and Chief Operating Officer services, fees and expenses (including any costs,
fees and expenses related to investor communications, relations, reporting or other investor
materials, tax preparation and related reporting, performance information, data extraction and
other types of reporting and any audit or accounting services provided by a third-party
administrator) and directors’ fees and expenses, including, but not limited to, travel-related costs
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