Item 5: Fees and Compensation
Item 5.A.
The fees and expenses associated with an investment in the Funds are described in detail in their
respective Offering Documents. For Funds, the Firm will be paid in advance a management fee
calculated at an annual rate equal to 2.0% per year, paid quarterly.
Any new Fund launched by Shima Capital after the date of this Brochure may have materially
different terms than those summarized above and terms for any existing Funds may be amended
from time to time.
Item 5.B.
Shima Capital is authorized to deduct management fees and performance fees, if any, directly
from the Funds, and in effect, the investors’ capital accounts. The frequency of the deduction will
be determined by Shima Capital. Details are found in the respective Fund’s Offering Documents.
Item 5.C.
Below is a general description of the Clients’ expenses and other fees. Investors should refer
to the Clients’ relevant Governing Documents for a complete understanding of expenses and
fees. The information herein is qualified in its entirety by such documents.
The Clients shall generally be responsible for the following costs and expenses, as provided in
each Client’s Governing Documents. The Fund will pay (or reimburse the Firm or its affiliates for)
or will be responsible for operating costs and expenses incurred by it or on its behalf, including
(a) out-of-pocket expenses that are associated with disposing Portfolio Investments, including
transactions not completed; (b) extraordinary expenses, if any (such as certain valuation
expenses, litigation and indemnification payments); (c) interest on borrowed money, investment
banking, financing and brokerage fees and expenses, if any; and (d) expenses associated with the
Fund's tax returns and Schedules K-1, custodial, legal and insurance expenses, any taxes, fees or
other governmental charges levied against the Fund; (e) attorneys' and accountants' fees and
disbursements on behalf of the Fund; (f) insurance, regulatory or litigation expenses (and
damages), (g) expenses incurred in connection with the winding up or liquidation of the Fund
(other than liquidation expenses permissible under the Operating Agreement); (h) expenses
incurred in connection with any amendments to the constituent documents of the Fund and
related entities, including the Firm; and (i) expenses incurred in connection with the distributions
to the Members and in connection with any meetings called by the Firm.
Expenses generally will be shared by all of the Investors of a particular Client, including the
applicable manager (as defined in the Operating Agreement), pro rata in accordance with the
Operating Agreement. Organizational costs and expenses related to the offer and sale of interests
in Clients are borne by such Clients, as provided in each Client’s Governing Documents.
Each of the Shima Capital entities bear all of their separate expenses arising out of their services
to the Clients, including all of their general overhead expenses (including the rent of their offices,
compensation and benefits of staff, maintenance of books and records, and their fixed expenses,
telephones, and general purpose office equipment), but are not responsible for any expenses of
the Clients.
Item 5.D.
The Management Fee is payable on a quarterly basis in accordance with the Operating
Agreement.
Item 5.E.
Neither Shima Capital nor its supervised persons are compensated for the sale of securities or
other investment products.