Item 5. Fees and Compensation
Management Fees
The Firm’s fees and compensation are described in each Client’s Governing Documents. All of the Firm’s
Clients and fund investors are expected to be “qualified purchasers” (as defined in Section 2(a)(51) of the
Investment Company Act of 1940, as amended).
The SPV does not pay a management fee.
The Funds pay the Firm a management fee, which is deducted from investors’ capital accounts in advance
of each calendar quarter. In the event the Fund GP exercises its right to waive the 90-day notice period
required for redemptions, any fee paid in advance will generally not be refunded. In addition, investors
withdrawing all or a portion of their capital before their anniversary date will be subject to a withdrawal
fee as stated in the Funds’ Governing Documents. Subject to a loss carryforward provision as described in
the Governing Documents, the Fund GP will be entitled to receive an Incentive Allocation (as defined in
Item 6 below) on an annual basis and upon withdrawals by investors. Investors should carefully review
the Governing Documents for a full description of fees.
In calculating the value of the Fund’s net assets, the fund administrator is entitled to rely on information
provided by the Firm. Because the Firm and the Fund GP are entitled to receive a management fee and
the Incentive Allocation, respectively, the Firm's involvement regarding valuation of the Fund’s portfolio
presents a potential conflict of interest because the Firm and the Fund GP would benefit from higher
valuations. Higher valuations, which are generally associated with better performance, result in higher
management fees paid to the Firm and easier marketing conversations when marketing the Firm’s
investment management services. Notwithstanding this potential conflict of interest, the Firm relies on
Gumshoe Capital Management LLC Form ADV Part 2A
the fund administrator for its net asset value calculation services, and the fund administrator, in most
cases, relies on pricing from independent sources such as brokers and exchange data to value the Fund’s
portfolio.
In the event the Fund GP suspends a Limited Partner’s right to withdraw capital and/or the payment of
withdrawal proceeds, and such suspension remains in effect for a period in excess of six consecutive
months, the Firm will waive the management fee until such suspension is lifted, beginning on the six-
month anniversary of such suspension.
The Firm may, in its sole discretion, waive or modify the aforementioned fees paid by investors who are
members, partners, principals, employees or affiliates of the Firm or the Fund GP, and relatives, former
colleagues or entities of such persons, and for certain strategic and/or large investors.
Operating Expenses
The Funds and the SPV will bear all expenses relating to ongoing structure and operation (either directly
or indirectly by reimbursing the General Partners or the Firm for amounts incurred by either of them on
behalf of the Clients). Expenses are disclosed to investors in the respective Governing Documents, which
investors should review carefully
The Funds’ operating expenses include: the management fee; all investment-related costs and expenses
(i.e., expenses that, in the Firm’s sole discretion, are related to the investment of the Funds’ assets,
whether or not such investments are consummated), including commissions and charges, interest on
margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement
charges, option premiums and custodial and service fees, research-related expenses (including research-
related travel expenses) and expenses relating to consultants, attorneys, brokers or other professionals
or advisors who provide research, advice or due diligence services with regard to investments; fees and
expenses related to portfolio exposure, portfolio and/or performance analytics 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); 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 investors), auditing,
consulting and other professional expenses; third-party administration costs, fees and expenses (including
any costs, fees and expenses related to investor communications, relations, reporting or other investor
materials, performance information, data extraction and other types of reporting and any audit or
accounting services provided by a third-party administrator); fees of any third-party shareholder proxy
voting firms; compliance and reporting expenses and expenses attributable to regulatory filings that are
made with respect to the Fund or its assets (including Section 13, Section 16, Form D, Form PF, the Foreign
Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory
compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings); a Fund’s
pro rata share of Fund-related insurance costs (including a Fund’s pro rata portion of no more than 60%
of the cost of director’s and officer’s insurance, the pro rata portion of no more than 60% of the cost of
errors and omissions insurance, fidelity insurance and other similar policies covering the Fund GP, the
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