FEES AND COMPENSATION
A. Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose
whether the fees are negotiable.
See Item 5.B below
B. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select
either method, disclose this fact. Explain how often you bill clients or deduct your fees.
Management Fees
Generally the Goshen Funds will pay out of the capital account of each investor, a management fee
on the first day of each quarter (and, if a capital contribution is made on a day other than the first day
of a calendar quarter, a pro-rata portion of such management fee on such day with respect to such
capital contribution) of 0.5%, approximately 2.0% per annum, of the ending balance of such capital
account as of such date. At Goshen’s discretion, the management fee may be waived or reduced
with respect to any investor for any period of time, or Goshen may agree to apply a different
management fee for an investor.
Performance Fees
Generally the performance of each capital contribution made by an investor will be separately tracked
and, at the end of each fiscal year of the Fund, an amount equal to 20% of the net increase credited
(the “Incentive Allocation”) to an investor’s capital account for such fiscal year with respect to each
such capital contribution will be reallocated among Goshen. The Fund will maintain a memorandum
loss recovery account with respect to each capital contribution made by an investor. Goshen will not
be allocated any Incentive Allocation with respect to the performance of a capital contribution until
such investor has recovered any net decrease debited to the related Loss Recovery Account (as
adjusted for withdrawals of capital). Each such Loss Recovery Account will be (i) debited with any
net decrease allocated to such investor’s capital account in respect of the applicable capital
contribution and (ii) credited, but not below zero, by any net increase so allocated. Accordingly, an
incentive allocation may be made with respect to the performance of a particular capital contribution
by an investor even though the performance of another capital contribution by such investor has not
yet recovered a net decrease previously debited to its related Loss Recovery Account. At Goshen’s
discretion, the Incentive Allocation may be waived or reduced with respect to any investor for any
period of time, or Goshen may agree to apply a different Incentive Allocation for an investor.
The Global Equity Funds have a one-year soft lock term. If an investor redeems within the first
twelve months of investment, there is a 3% early redemption fee. GG Macro, LP investors are not
subject to any lock-ups.
In the interest of disclosure, Goshen Global Equity Offshore, Ltd. offered two additional investor
classes when the fund first launched in 2008. Class C and D had a two-year hard lock with a 0.375%
per quarter, approximately 1.5% per annum, management fee. The Incentive Allocation for these
two classes is 15% of the net increase to the investor’s capital account. Currently we do not offer
these two share classes; however, the fund still has some remaining investors in these classes.
The Liquidating SPVs do not pay a management or incentive fee. Each SPV fund pays Christopher
Burn, as director, a yearly director’s fee of $20,000.
For more detailed information and a complete description regarding each Fund’s fees and expenses refer to the Fund’s
offering memorandum.
C. Describe any other types of fees or expenses clients may pay in connection with your advisory services,
such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other
transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage.
The Funds will directly bear the following costs and expenses including, but not limited to
investment expenses (for example, brokerage commissions, interest expense and expenses related to
the purchase and sale of illiquid securities), insurance and bonding costs (including, but not limited
to, errors and omissions insurance of the Adviser relating to the Funds), risk management expenses,
legal expenses, legal settlements, and related expenses, compliance expenses, accounting, auditing and
tax preparation expenses, expenses relating to the offer and sale of fund interests, expenses relating
to the organization of the Funds and extraordinary expenses. Any such costs and expenses common
to the Funds will be allocated equitably to such entities.
For more detailed information on brokerage expenses that the Funds pay, please see Item 12 of this
brochure.
For more detailed information and a complete description regarding each Fund’s fees and expenses refer to the Fund’s
offering memorandum.
D. If your clients either may or must pay your fees in advance, disclose this fact. Explain how a client may
obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period.
Explain how you will determine the amount of the refund.
Management fees are payable in advance as described in Item 5.B. No part of the Management Fee
will be refunded in the event that an investor withdraws all or any of the value in the investor’s
capital account during a quarter.
E. If you or any of your supervised persons accepts compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees from the sale of mutual Funds,
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