Item 5 – Fees and Compensation
In addition to the information provided in Item 4 – Advisory Business, this section provides additional
details regarding our firm’s services along with descriptions of each service’s fees and compensation
arrangements. It should be noted that lower fees for comparable service may be available from other
sources. The exact fees and other terms will be outlined in the agreement between Funds and Gullane
Capital, LLC.
Fees For Private Fund Management Services
Gullane Capital Partners, LLC (Fund) is a private hedge fund exempt from registration as an investment
company under the Investment Company Act of 1940. The offer and sale of interests in Gullane Capital
Partners, LLC are also exempt from registration under the Securities Act of 1933 and similar state laws.
As investment adviser, Gullane Capital has sole and complete responsibility for managing the Fund’s
investment portfolio pursuant to the Operating Agreement, investing objective and investment policies of
Gullane Capital Partners, LLC (Hedge Fund).
Similarly, Gullane Capital is the advisor and managing member of several private funds labeled as
Special Purpose Vehicles (SPVs) and organized as LLC’s. As such, Gullane Capital has sole and
complete responsibility for managing each SPV investment portfolio(s) pursuant to each investment
objective and investment policy.
We will recommend Gullane Capital Partners, LLC and several SPVs as an investment opportunity. This
is a conflict of interest, and consequently the investment advice provided by us about the merits of
investing in the Fund and SPVs is biased. Please refer to Items 5, 10 and 11 for more information about
this conflict of interest and our procedures designed to mitigate the conflict of interest.
We have discretionary authority and are responsible for establishing and implementing the Fund’s
investment objectives and policies. (See Item 15 – Investment Discretion for more information).
Gullane Capital Partners, LLC is organized as a private hedge fund. The information provided in Item 8 of
this brochure pertains to our management of the Fund and the SPVs.
Potential investors receive a copy of the applicable Confidential Private Placement Memorandum or
Subscription Documents, as well as Operating Agreements, and are required to execute a subscription
agreement in order to subscribe to interests in Gullane Capital Partners, LLC and/or the SPVs.
Gullane Capital charges a management fee (the “Management Fee”) based on an investor’s net asset value
or fair market value account balance at Gullane Capital Partners, LLC and the SPVs. The standard rate of
the Management Fee is 1%, 1.25%, 1.50% or 2% per annum, based on the Membership Interest Class A,
C, D, E, F and G or as otherwise stated. The Management Fee will be calculated monthly and paid monthly
or quarterly in advance. Gullane Capital has the right to reduce or waive all or any portion of the
Management Fee. The Management Fee shall be pro-rated for contributions and withdrawals (with a partial
month treated as a full month) for any period which is less than a full month.
Gullane Capital charges a performance-based allocation (the “Performance Allocation”) if a “high-water
mark” has been reached in the investors’ capital accounts, as it pertains to the Hedge Fund. If the
applicable high-water mark is met, the Performance Allocation is generally calculated and paid at the end
of each calendar year (or upon certain capital account events such as closure). The standard rate of the
Performance Allocation is between 20% and 25%, depending on the Membership Interest. Gullane Capital
has the right to reduce or waive all or any portion of the Management Fee.
Concerning the other private funds labeled as SPVs, Gullane Capital charges a performance-based
allocation (the “Performance Allocation”). The Performance Allocation is generally calculated and paid at
Gullane Capital, LLC Page 6 Form ADV Part 2A Firm Brochure
the close and final distribution of each of the SPV entities (or upon certain capital account events such as
closure). The standard rate of the Performance Allocation is between 10% and 25%, depending on the
SPV.
Gullane Capital may establish, modify or waive the Management Fee or Performance Allocation payable
with respect to any new class or series of Membership Interests. Gullane Capital may reduce, waive or
calculate differently all or any portion of any Management Fee or Performance Allocation for any Member,
including a Member who is affiliated with or employed by Gullane Capital or any family member of such
person.
In addition to the other risks and conflicts of interest described elsewhere in this Disclosure Brochure,
prospective investors should consider the following risk factors:
Illiquidity
Inability to Remove or Replace the Member Manager
Lack of Diversification
Dependence on Key Individuals
Prior Trading History
Market Risks
Shorts Sales
Options
Leverage
Limited Transferability of Interests Performance Allocation
Conflicts of Interest
Absence of Regulatory Oversight
Tax Considerations
Sub-Advisory Fees
We may engage unaffiliated third-party investment advisors (Sub-Advisors) to manage all or a portion of
the equity positions of a fund. The Sub-Advisor receives an advisory fee based on the equity assets of the
fund. This fee is paid by the fund.
Gullane enters into written agreements with Sub-Advisors it engages. The specific fee arrangements are
outlines in the applicable sub-advisory agreement.
The funds may incur additional costs and expenses related to investments in their accounts, such as
brokerage commissions, transaction fees.