Poseidon Investment Management LLC

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Poseidon Investment Management LLC
CRD #311864
SEC #801-122377
CIK #
AUM
Employees 5 (100% Investors, 0% Brokers)
Fees
Minimum
Phone716-984-2105
Address330 Fell Street
San Francisco, CA 94102
Source [IAPD] [Website] [LinkedIn] [Facebook]
Total AUM ($M)
2502001501005002010201520212027
Fees and Compensation — Form ADV Part 2A (3/31/2023) [Brochure]
Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Poseidon are outlined in each Private Fund’s offering
documents or Client Agreement and are negotiable and vary by Fund/Client. Please refer to
the ETF’s prospectus for information pertaining to the fees shareholders pay to the ETF,
which are not negotiable. The range of compensation for the Private Funds is generally as
follows:
        1.      Management Fee
With respect to the Private Funds, Poseidon generally receives a quarterly asset-based
management fee calculated as a percentage of each Investor’s capital account, payable
quarterly in arrears or quarterly in advance in accordance with a Private Fund’s Offering
Documents. The management fee is generally equal to 0.5% (a 2% annual rate). Investors
who are not “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of
1940 (“the Advisers Act”) may be charged a higher management fee in lieu of the incentive
allocation (described below) pursuant to a side letter agreement between Poseidon and such
non-qualified clients. The management fee payable by such non-qualified clients is generally
up to 3%. Lower fees for comparable services may be available from other investment
advisers.
Pursuant to an investment sub-advisory agreement between the AdvisorsShares
Investments, LLC and Poseidon, Poseidon is entitled to receive an annual advisory fee based
on the average daily net assets of the Fund and paid monthly.
Poseidon, or a General Partner in the case of a Private Fund, may, in its sole discretion, reduce,
waive or calculate differently the management fee with respect to any Client or Investor.

        2.      Incentive Allocation
With respect to the Private Funds, the General Partner is entitled to receive a quarterly
incentive allocation equal to up to 20% of the net income allocated to each Investor for the
year, but only to the extent net income allocated to that Investor exceeds any cumulative

                                                                               Part 2A of ADV:
                                                  Poseidon Investment Management, LLC Brochure

losses that were allocated to that Investor for earlier periods and that have not been
recovered (a “high water mark”).
The General Partner of the Private Fund may, at its sole discretion, waive or reduce a portion
of any incentive allocation payable to the General Partner.
       3.      Fee Comparison
Investors are encouraged to review each Private Fund’s offering documents carefully for
information pertaining to the expenses of that Private Fund. The expenses of a Private Fund,
including the management fee and incentive allocation may constitute a higher percentage of
average net assets than would be found in other comparable investment vehicles.
B.     Payment of Fees
Management fees, incentive allocations, and third-party fees (discussed below) of the Private
Funds are deducted from each Investor’s account(s) directly. Management fees, which are
paid in arrears, are based on each Investor’s respective capital account balance and
withdrawn at the end of each calendar quarter. Management fees, which are paid in advance,
are based on the aggregate capital commitments of the Investors, and are withdrawn at the
beginning of each calendar quarter. Incentive allocations are calculated as of the last business
day of each prior calendar quarter, as of any date on which an Investor makes a withdrawal
and/or as of any date on which an Investor receives a distribution from such Investor’s capital
account(s). Fees for any partial periods are prorated accordingly.
Management fees from the ETF are paid monthly in arrears based on the average daily net
assets.
C.     Third-Party Fees
The Private Fund shall pay such costs and expenses as outlined in each Private Fund’s offering
documents, including, but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which Poseidon reasonably determines to be directly related to the
investment of the Private Fund’s assets); (iii) all administrative, legal, accounting, auditing,
record-keeping, tax form preparation, Private Fund related compliance and consulting costs
and expenses; (iv) fees, costs and expenses of third-party service providers that provide such
services to the Private Fund(s); and, (v) any extraordinary or other expenses attributable to
a particular Private Fund(s).
Each Private Fund will incur brokerage commissions, transaction fees, and other related costs
and expenses. Such charges, fees and commissions are exclusive of and in addition to
Poseidon’s management fee, and Poseidon does not receive any portion of these brokerage
commissions, fees, and/or costs.
Please see Item 12 of this Brochure for more information regarding brokerage.
The Poseidon Mastermind is a collaborative program for cannabis founders. It is designed to
spark collaboration and boost growth, the program offers access to networks, key trends and
peer-to-peer support for founders of portfolio companies or other companies in the cannabis
or hemp industries. Portfolio companies may pay Poseidon or its affiliates fees for

                                                                                 Part 2A of ADV:
                                                    Poseidon Investment Management, LLC Brochure

membership in the Poseidon Mastermind program. Poseidon will offset the management fee
paid by a respective Private Fund by the amount of the fee received from a portfolio company
participating in the Poseidon Mastermind program.

The General Partner of a Private Fund or Poseidon may receive fees including director
fees (including the value of any options, warrants and other non-cash compensation),
break-up fees and fees for advisory, consulting, monitoring or other similar services
arising from a Private Fund’s portfolio investments or potential portfolio investments.
...
Account Minimums and Types of Clients — Form ADV Part 2A (3/31/2023) [Brochure]
Item 7 – Types of Clients

Poseidon currently provides investment advice and management services to its Private
Funds and an actively managed Exchange Traded Fund, a registered investment company.
Poseidon may in the future provide the same or similar services to other investment funds
and/or separately managed accounts.
Poseidon intends to restrict the number of Investors in its Private Funds and offers its
services only through non-public transactions in order to maintain a Private Fund’s exclusion
from “investment company” status under the Investment Company Act of 1940, as amended
(the “Investment Company Act”).
Prospective Investors must meet each Private Fund’s eligibility criteria, and are subject to
certain withdrawal requirements and limitations, as provided in the Private Fund Offering
Documents, where all terms are set forth in detail. Generally, similar terms will apply to
similar Investors within the Private Fund, though certain Investors may have terms that
differ. Investors will be required to make representations concerning their investment
experience and ability to bear risk of potential loss of their entire investment.
The minimum initial investment generally required to be an Investor in a Private Fund varies
from $50,000 to $500,000. Poseidon may, in its sole discretion, waive the minimum
investment requirement for any Investor. Investors are generally admitted on the first
business day of each calendar month and at the discretion of the General Partner of a Private
Fund, on any other date.
Type Form D Funds Date Sold AUM
VC Poseidon Capital Syndicate 1 LLC [2021-08-24] 1.3 M 2.1 M
Filed 2019-09-13 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $25,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Poseidon Capital Syndicate 2 LLC [2021-08-24] 1.2 M 0.1 M
Filed 2019-08-06 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $20,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Poseidon Capital Syndicate 3 LLC [2021-08-24] 5.0 M 4.0 M
Filed 2019-10-21 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $25,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Poseidon Capital Syndicate 4 LLC [2021-08-24] 1.9 M 0.8 M
Filed 2020-07-23 (D) · Exemption 506(b) · Minimum $25,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Poseidon Capital Syndicate 5 LLC [2021-08-24] 1.4 M 2.2 M
Filed 2020-08-13 (D) · Exemption 506(b) · Minimum $25,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Poseidon Capital Syndicate 6 LLC [2021-08-24] 1.3 M 2.7 M
Filed 2021-04-19 (D) · Exemption 506(b) · Minimum $25,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Poseidon Capital Syndicate 7 LLC [2021-08-24] 260.3 M 0.9 M
Filed 2025-06-13 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
VC Poseidon Garden Fund I LP [2021-08-24] 11.7 M 19.1 M
Filed 2021-08-13 (D) · Exemption 506(b) · Minimum $100,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
VC Demeter Capital Group II LP [2020-11-24] 59.4 M 44.9 M
Filed 2020-04-03 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $25,000 · Remaining Indefinite · Duration One year or less · Revenue Decline to Disclose
HF Demeter Capital Group LP [2019-03-29] 36.7 M 59.9 M
Filed 2025-08-08 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
View All
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 10 136.5
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 10 136.5
By Discretionary
Discretionary 9 117.5
Non-Discretionary 1 19.1
Total 10 136.5
By Non-United States Persons
Non-United States Persons 0.0
United States Persons 136.5
Total 10 136.5
Form D Directors Role # Filings # Firms 2011 - 2026
Emily Paxhia Director, Executive Officer 26 2
Morgan Paxhia Director, Executive Officer 19 2
Patrick Rea Director 16 2
Michael Boniello Director 7 2
Christopher Otchy Executive Officer 1 1
Poseidon Asset Management LLC Executive Officer 1 1
Poseidon Investment Management LLC Executive Officer 1 1
Firm Profile (Form ADV)
ServesInstitutional
Fund TypesHedge Fund
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