Item 5 - Fees and Compensation
Each Fund client sets forth its specific fee structure (including how it charges fees) in their Governing
Documents. SummitTX and/or an affiliate, as applicable, generally receives asset-based management fees
and an annual performance allocation (described in Item 6, below) (the “Performance Allocation”).
SummitTX deducts fees from its Funds either monthly or quarterly, and either in advance (but not more
than three months in advance) or arrears depending on the Fund. SummitTX deducts the fees directly from
its Funds. SummitTX’s fee schedule is omitted because this brochure is only being delivered to qualified
purchasers as defined in the Investment Company Act of 1940, as amended.
SummitTX generally does not negotiate its allocations and fees. Under special circumstances, however,
SummitTX may enter into agreements with certain investors in its Funds that provide different terms to
those investors. SummitTX has the discretion to waive or reduce its management fee and performance-
based compensation for certain of its related persons or service providers invested in its Funds.
Management agreements to which SummitTX is a party will be terminable based on the provisions outlined
in each of the Fund client’s Governing Documents and in each relevant management agreement. In the
event of termination of an investment advisory contract or management agreement, SummitTX will prorate
all unearned, prepaid fees and refund those unearned fees to the Funds. Investors in those Funds will not,
however, typically be able to withdraw their capital until the end of either a month or a quarter and,
therefore, will not receive pro rata refunds.
In addition to the fees paid by the Funds to SummitTX and/or its affiliates to the extent the particular
strategy involves investing in underlying private funds or sub-advisors, they generally also charge expenses,
such as those set forth in the following paragraph, and an asset-based management fee and performance-
based allocation or fee to the Funds and that will be paid by the Funds, thereby resulting in two layers of
expenses, fees and allocations.
Funds also pay other expenses in addition to the fees paid to SummitTX. For example, depending upon the
terms in the Governing Documents, Funds pay (a) brokerage commissions, expenses relating to short sales,
clearing and settlement charges, custodial fees, bank service fees and interest expenses incurred with respect
to a Fund; (b) management fees; (c) investment-related travel expenses (which are travel expenses related
to the purchase, sale or transmittal of, or due diligence regarding, such Fund’s investments, whether or not
such investments are consummated, and expenses related to the ongoing management of such investments
(including risk management development), incurred by SummitTX or the board of directors); (d) external
trading costs; (e) professional fees (including expenses of consultants), investment bankers, attorneys,
accountants, including outsourced shadow accounting, treasury, risk management and performance services
and other consultants or experts) relating to investments; (f) fees and expenses relating to software tools,
programs or other technology utilized in managing the Fund (including third-party software licensing,
implementation, office space, computer hardware, data management and recovery services and custom
development costs); (g) research and market data (including any computer hardware and connectivity
hardware (e.g., telephone and fiber optic lines) incorporated into the cost of obtaining such research and
market data); (h) out-of-pocket fees and expenses incurred by the Fund or SummitTX in connection with
SummitTX Capital, L.P.
Form ADV Part 2A – Disclosure Brochure
annual investor meetings (and similar meeting or conference expenses); (i) administrative expenses
(including fees and expenses of the administrator); (j) all in-house legal, tax and compliance costs and
expenses by such personnel and related parties in connection with services provided to the Fund, including
the allocation of their historical time spent with respect to the Fund to the extent such costs and expenses
(1) would not, in the good faith discretion of SummitTX, exceed an amount charged by an external third-
party service provider, and (2) would otherwise (except for being internal) be of a nature similar to those
expenses that would otherwise be borne by the Fund; (k) external legal expenses; (l) compliance expenses
(including surveillance and similar software); (m) external accounting and valuation expenses (including
the cost of accounting software packages); (n) audit and tax preparation expenses incurred for the
preparation or distribution of financial statements, tax returns, and other similar reports or filings; (o) any
reimbursable expenses, fees and compensation owed or payable to the board of directors; (p) premiums for
liability insurance covering the board of directors, SummitTX and the members, partners, officers,
employees and agents of any of them; (q) costs of printing and mailing reports and notices; (r) taxes (other
than taxes that have been recovered from a Shareholder or have otherwise reduced a Shareholder’s Class
or Series, as applicable, pursuant to a Fund’s governing documents); (s) corporate licensing; (t) regulatory
expenses (including filing fees); (u) organizational expenses; (v) expenses incurred in connection with the
offering and sale of the shares and other similar expenses related to a Fund; (w) indemnification expenses;
(x) leverage expenses; (y) expenses of any trading subsidiaries; and (z) extraordinary expenses.
Expenses that are incurred for multiple investment vehicles advised by SummitTX shall generally be
allocated on a pro rata basis based on their respective participation in the relevant Investment, but certain
expenses may be allocated non-pro rata as deemed fair and equitable by SummitTX.
SummitTX Capital, L.P.
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