Shannon River Fund Management LLC is a registered investment adviser with the SEC and was founded in 2003 by its managing member, Spencer Waxman.
Shannon River Fund Management LLC, Doonbeg Global Management LLC and Shannon River Global Management LLC (collectively “Shannon River”, the “Adviser”, “we”, “us” “our” or the “Firm”) are the investment advisers to private pooled investment vehicles via master feeder structures and separately managed funds (each a “Private Fund” and collectively the “Private Funds”).Shannon River is also a sub-advisor to a Luxembourg UCITS product (the “UCITS Fund”), and a registered investment company (the “RIC”). Shannon River may in the future manage other pooled investment vehicles or accounts (including separately managed accounts).
Shannon River Capital Management LLC, Doonbeg Capital Management LLC, Doonbeg Fund Management LLC, Doonbeg Global Management LLC and Shannon River Global Management LLC operate in the course of the Firm’s investment management business as though they are registered investment advisers and are deemed “Relying Advisers” pursuant to the January 18, 2012 no-action letter issued by the SEC staff to the American Bar Association. As such, each “Relying Adviser” has completed a separate Schedule R on the Form ADV Part 1a.
Shannon River provides investment management services to the Private Funds based upon specific investment objectives and strategies. The Private Funds are managed in accordance with their own objectives and are not tailored to any particular private fund investor (each an “Investor” and collectively “Investors” ). The Private Funds generally invest in long and short equity securities, focused on sectors which include technology, media and telecommunications. The primary objective of the Funds is to achieve capital appreciation while carefully managing risk and market exposure.
As a sub-adviser to the UCITS Fund and the RIC, Shannon River employs substantially similar investment strategies as it uses for the Private Funds, while taking into account the greater need for position liquidity caused by regulations applicable to the UCITS Fund and the RIC and certain investment guidelines and/or restrictions applicable to such clients.Such investment guidelines and/or restrictions may be negotiated with respect to each sub-advisory client, and are set forth in their respective governing agreements.
As of December 31, 2018, Shannon River managed Regulatory Assets under Management (“RAUM”) of approximately US $630,311,638 on a discretionary basis. Shannon River does not manage any assets on a non-discretionary basis.
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Private Funds: Fees and compensation are described in the advisory contracts we enter into with each Private Fund, as well as in the applicable offering memorandum for each Private Fund. The below is intended as a summary, and prospective Investors should refer to the offering documents for the Private Fund or Private Funds in which they are considering investing for a more complete description.
Shannon River generally charges each Private Fund (without duplication for Investors in a master-feeder structure), a quarterly management fee at an annual rate of 1.5% or 2% of the net assets of the Private Fund. Management fees are generally deducted from client accounts each quarter in advance based on the total market value of the assets in the applicable Private Fund’s accounts (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued interest) on the first day of the quarter. The management fee will generally be prorated for additions to and withdrawals from a Private Fund during a particular quarter. The management fee accrues monthly. Affiliates of the Firm also generally charge each Private Fund (without duplication for Investors in the master-feeder structure) performance compensation equal to 20% of the increase in net asset value of the applicable Private Fund, subject to a high water mark. Generally, such affiliates receive performance- based fees or allocations from client accounts on an annual basis in arrears and upon redemptions by Investors with respect to such Investors.
Our and our affiliates’ fees and compensation with respect to the Private Funds are generally non-negotiable but do vary amongst the Private Funds and within each Private Fund. We retain the right to waive or reduce fees, or charge different fees, with respect to Investors.
Sub-Advisory Clients: Shannon River’s compensation with respect to each sub-advisory client is negotiated with each such client’s adviser and set forth in the governing agreement between us.

Expenses
Shannon River’s clients will generally be obligated to pay certain fees and expenses of, and pertaining to, the applicable client.
The Private Funds shall pay for their organizational and initial offering expenses as well as for their management and operating expenses, including but not limited to, all accounting, auditing, tax preparation, legal, administration, research, borrowing charges for short sale trades and other trading costs. The Private Funds may incur brokerage and other transaction costs. For further details on the Firm’s brokerage practices refer to Item 12 of this brochure.
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As referenced in Item 5 above, an affiliate of the Firm receives an annual performance allocation with respect to the Private Funds that is calculated based upon a percentage of the net capital appreciation of the relevant Private Fund. The performance allocations are charged in compliance with Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
Net asset value includes net realized and unrealized profits and losses. Net profits are calculated net of management fees, but before the performance allocation.
Performance-based fee arrangements may create an incentive for Shannon River to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements may also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. We have policies and procedures in place which are intended to ensure that all clients are treated fairly and equitably. (See Item 12 with respect to allocation of investment opportunities).
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Investors in the Private Funds are generally high net worth individuals and institutional investors that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended) and, for certain of the Private Funds, “qualified purchasers” (as defined under the 1940 Act). The initial and additional subscription minimums for each Private Fund are disclosed in the offering documents for the Private Fund.
The qualifications for investors in funds for which Shannon River acts as a sub-adviser are as set forth in the applicable fund’s offering documents (e.g., the UCITS Fund is generally designed for non-U.S. investors).
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Methods of Analysis & Investment Strategy Private Funds: In managing the Private Funds, we adopt a sector specific long/short equity investment strategy, focused on Technology, Media and Telecommunications. The Private Funds’ objectives are to provide significant capital appreciation via exposure to our focus sectors with an overlay of sound risk management.
Our investment strategy involves identifying and analyzing, significant technology trends and seeking companies that we believe are well positioned to build shareholder value over a realistic timeframe. We perform extensive and ongoing industry and company due diligence which may include meetings and discussions with senior and middle management, customers and partners, and attendance at industry as well as investor events. We endeavor to maintain a disciplined value approach with a focus on asset value and cash generation potential.
We seek significant capital appreciation while seeking to carefully manage risk and mitigate market exposure. Careful discipline is sought with respect to portfolio beta, position concentration and portfolio liquidity.
Companies that are priority investment opportunities may share some of the following characteristics:  They are trading at compelling valuations;  They have a core management team with proven success in related businesses;  They have a recurring revenue and customer bases from which to grow;  They have strong industry reputations and the potential to achieve leadership positions in their industries;  They are situated in markets that have high growth potential and significant barriers to entry; and  They are restructuring/divesting money from losing businesses to focus on core operations.
Although the Private Funds have a long bias, there may be periods in which we believe that the securities of companies in the industries it follows are dramatically over-priced. During such periods, it may become more difficult to find new investments at valuations we believe are reasonable. Accordingly, the percentage of assets invested in equities may decline, and we may become more aggressive in hedging the Private Funds’ portfolio by shorting individual equities, exchange traded tracking stocks, and possibly stock index futures. Factors that we may consider when identifying short opportunities for the Private Funds’ portfolios include overextended valuations relative to earnings potential, increasing balance sheet risk, unfavorable marketplace developments for a company’s products, management instability, customer concentration, extreme speculative market moves, or the emergence of deteriorating industry-wide or competitive conditions.
We will employ more leverage for certain Private Funds than for others in attempting to achieve our objective.
The descriptions contained herein of specific strategies that are or may be engaged in by Shannon River should not be understood as in any way limiting our activities. We may engage in trading strategies that are not described herein, but that we consider appropriate, consistent with our overall objective.
Our trading program is speculative and may entail substantial risks. (See “Risk Factors” below).
Sub-Advisory Clients: For the UCITS Fund and the RIC, Shannon River employs substantially similar investment strategies as it uses for the Private Funds, while taking into account the greater need for position liquidity caused by regulations applicable to such clients and certain investment guidelines and/or restrictions applicable to such clients. Such investment guidelines and/or restrictions with respect to the sub-advisory clients may cause differences from the summaries set forth in this Item 8. Such clients are advised to refer to their advisory contracts with Shannon River for details concerning their particular investment.
Risk Factors An investment in each Private Fund or other account is speculative and involves a high degree of risk. There can be no assurance that the investment objectives of any Shannon River client will be achieved or that an investment with Shannon River will generate positive returns for any client.
The following explanation of certain risks is not exhaustive, but rather highlights some of the more significant risks generally involved in our investment strategies. Prospective investors are urged to consult their professional advisers and review the legal documents for the applicable client accounts before deciding to make an investment.
 Certain investments for the Private Funds may be very illiquid, and may not be able to be sold at prices that reflect our assessment of their value. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale and other factors. Furthermore, the nature of certain investments, especially those in financially distressed companies, may require a long holding period prior to profitability.
 The Private Fund will frequently require longer-term holding periods for its positions in order to be successful and positions may experience considerable price volatility over such holding periods. An investment in the Private Fund, therefore, may not be appropriate for Investors requiring short-term liquidity or stable returns.
 Our investment program involves entering into transactions known as “short sales,” in which a client account sells a security it does not own in anticipation of a decline in the market value of the security. Short sales that are not made “against the box” theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Under adverse market conditions, it may be difficult or impossible to purchase securities to meet short sale delivery obligations.
Furthermore, a client account might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.
 We may invest in derivative instruments. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, financial assets, currencies or indices.
Derivatives allow an Investor to hedge or speculate upon the price movements of a particular security, financial benchmark, financial asset, currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading, including liquidity risk and counterparty risk. We may take advantage of opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available, and additional risks may result.
 We may invest in foreign securities. Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and certain foreign securities markets, including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; and (iv) the extension of credit, especially in the case of sovereign debt.
 Our investment program involves borrowing funds in order to make additional investments, which increases both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the investments would be amplified.
Interest on borrowings will be a portfolio expense of the client accounts and will affect the operating results of the client accounts. Investing in options and other derivatives provides significantly more market exposure than investing directly in the underlying asset. Accordingly, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose the client accounts to the possibility of a loss exceeding the original amount invested. In addition, the value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof.
 Our investment program will not generally be diversified among a wide range of types of securities, countries or industries. Accordingly, the investment portfolio of the client accounts may be subject to more rapid changes in value than would be the case if the client accounts maintained a wide diversification among types of securities and other instruments and countries and industries. In addition, in certain transactions, a client account may not be “hedged” against market fluctuations or, in reorganization or liquidation situations, may not accurately value the assets of the subject company or the degree of legal and regulatory risk, thereby resulting in losses for a client account.
 We may leverage investment positions by borrowing funds from securities broker- dealers, banks or others. While leverage presents opportunities for increasing the total return on an investment, it has the effect of potentially increasing losses as well.
Accordingly, any event that adversely affects the value of an investment by the client account(s) would likely be magnified to the extent that any of them are leveraged.
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Neither we nor any of our management personnel are subject to, or have in the past been subject to, any criminal or civil action in any domestic or foreign court, and neither we nor any of our management personnel have been subject to any administrative proceedings before the SEC or any other state, federal or foreign financial regulatory authority or self-regulatory authority.
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As stated in Item 4, Shannon River Capital Management LLC, Doonbeg Capital Management LLC, Doonbeg Fund Management LLC, Doonbeg Global Management LLC and Shannon River Global Management LLC are considered “Relying Advisers” pursuant to the January 18, 2012 no-action letter issued by the SEC staff to the American Bar Association.
The management of the Private Funds and other Shannon River clients may result in conflicts of interests when Shannon River and our related persons allocate their time and investment opportunities among such clients. In addition, the compensation earned by Shannon River and our related persons from each of its Private Funds or other clients may differ from one another and from other Private Funds or clients. Shannon River and its related persons will generally follow documented procedures in allocating investment opportunities among its clients (see Item 12 below).
Spencer Waxman (and/or other related persons) may have a greater portion of his personal assets invested in certain Shannon River clients than in the others. As a result, Shannon River may have a conflict of interest in allocating investment opportunities among its clients.
Shannon River will generally follow documented procedures in allocating trades among its clients. (See Item 12.) To the extent that any expenses are incurred by Shannon River on behalf of more than one of its clients, Shannon River will allocate such expenses as it deems appropriate and consistent with the applicable governing agreements for the Private Funds or advisory contracts for its other clients.
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Personal Trading
Participation or Interest in Client Transactions We serve as the investment adviser to the Private Funds and a sub-advisor to the UCITS Fund and RIC. Employees, affiliates of the employees, and relatives of the employees may make investments in such clients.
Shannon River’s employee investment policy requires that employees pre-clear all trade requests with the CCO. Depending upon the analysis of the CCO, an employee’s request to trade a particular security may either be approved or declined. Should the CCO determine that a conflict does not exist with respect to an employee’s request to trade in a sector or security, the CCO may provide approval for an employee to make a personal investment in a security in which the Firm invests, or has in the past invested, it’s clients’ assets. A potential conflict of interest could arise should such an employee be in a position to trade in a manner that could adversely affect Shannon River’s clients (e.g., by placing its own trades before or after client trades are executed in order to benefit from any price movements due to the client trades). In addition to affecting the person’s objectivity, these practices could potentially harm clients by adversely affecting the price at which the client trades are executed.
Shannon River’s preapproval requirement for all employee personal trading requests is aimed at mitigating this potential conflict of interest. We have adopted this pre-clearance policy in an effort to minimize such conflicts.
The Firm, its principals and employees do not purchase or sell any securities for their own accounts to or from its clients. However, subject to investment guidelines and restrictions applicable to the Private Funds, we may effect rebalancing or internal cross transactions between the Private Funds. In such cases, one Private Fund will purchase securities held by another Private Fund. We intend to effect these transactions at all times in a manner which is consistent with our valuation policy and procedures. We effect these transactions based on the closing price of the security on the last business day of the month or, in certain cases, upon the prevailing market price.
Neither the Firm nor any related party receives any compensation in connection with these rebalancing transactions. To the extent that such transactions could be viewed as principal transactions due to the ownership interest in a Private Fund by the Firm and its personnel, Shannon River complies with the requirements of Section 206(3) of the Advisers Act, including that the Firm will notify the Private Fund (or an independent representative of the Private Fund) in writing of the transaction and obtain the consent of the Private Fund (or an independent representative of the Private Fund).
Code of Ethics and Personal Trading We have adopted a Code of Ethics and an Employee Investment Policy that establishes various procedures with respect to investment transactions in accounts in which our employees or related persons have a beneficial interest or accounts over which an employee has investment discretion.
The foundation of the Code of Ethics and Employee Investment Policy is based on the following underlying fiduciary principles:  Employees must at all times place the interests of the clients first;  Employees must make sure that all personal securities transactions are conducted consistent with the Code of Ethics and Employee Investment Policy; and  Employees should not take inappropriate advantage of their position at Shannon River.
All Shannon River employees are deemed to be “Access Persons” and are required to adhere to a comprehensive Code of Ethics and Employee Investment Policy, which covers the duty of confidentiality as well as personal trading. All employees are required to certify their adherence to the Code of Ethics and Employee Investment Policy upon commencement of employment and quarterly thereafter.
In general, employees (and members of their immediate households) are permitted to invest in equities, options or futures but must obtain written pre-approval from the CCO. The spirit of the Code of Ethics and the Employee Investment Policy is to discourage frequent trading in employee personal accounts.
This policy does not apply to transactions involving government securities or open-end mutual funds, ETFs or other instruments which afford the Investor no discretion over individual securities transactions.
All Shannon River employees must direct their brokers to send duplicate copies of trade confirmations and brokerage statements to the CCO. These records are used to monitor compliance with the foregoing policies.
Employees must also obtain pre-approval from the CCO before engaging in any outside business activities or receiving an allocation of an Initial Public Offering (“IPO”).
Insider Trading Policies and Procedures Shannon River maintains Insider Trading policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. Among other things, such policies seek to control and monitor the flow of inside information to and within Shannon River, as well as prevent trading based on inside information. On a periodic basis, our employees are required to certify to their compliance with the Compliance Manual, Code of Ethics and Employee Investment Policy, including the Insider Trading Policies.
Our Code of Ethics and Employee Investment Policy is available to clients upon request.
Privacy Policy We are committed to maintaining the confidentiality, integrity and security of our Investors’ personal information and we maintain a privacy policy which is distributed to our Investors in our Private Funds on an annual basis.
It is our policy to collect only information necessary or relevant to our management business and use only legitimate means to collect such information. We do not disclose any non-public personal information about our Investors or former Investors to anyone except for servicing and processing transactions and as required by law. We restrict access to non-public personal information about Investors to those employees with a legitimate business need for the information. We maintain security practices, physical, electronic, and procedural safeguards to guard Investor’s non-public personal information.
Upon request, we will provide you with a copy of our privacy policy.
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As an adviser, a sub-advisor and a fiduciary, we require from our employees that our clients’ interests must always be placed first and foremost, and our trading practices and procedures prohibit unfair trading practices and seek to disclose and avoid any actual or potential conflicts of interests or resolve such conflicts in the clients’ favor. We have adopted the following policies and practices to meet the Firm’s fiduciary responsibilities and to ensure our trading practices are fair to all clients and that no Private Fund or other client account is advantaged or disadvantaged over any other.
Aggregation The aggregation or blocking of client transactions allows an adviser to execute transactions in a more timely, equitable, and efficient manner and seeks to reduce overall commission charges to clients. Our policy is to aggregateclient transactions where possible and when advantageous to the clients. In these instances, clients participating in any aggregated transactions will receive an average share price and transaction costs will be shared equally and on a pro-rata basis.
Allocation Our policy prohibits any allocation of trades in a manner that results in more favorable treatment for our proprietary accounts, affiliated accounts or any other client.
We have adopted a policy for the fair and equitable allocation of investments that generally analyzes each trade, taking into consideration the specifics of each investment and each client (including, without limitation, specifics described herein). As a general matter, subject to such consideration, investment opportunities will be allocated among clients that employ the same or substantially similar investment strategies. Such opportunities are generally allocated on a pro rata basis (based upon asset size, as adjusted by leverage) when possible, unless facts specific to the transaction and/or client warrant an alternative allocation.
These areas are monitored by the CCO.
Best Execution As an investment advisory firm, we have a fiduciary duty to seek best execution for client transactions. As a matter of policy and practice, we seek to obtain best execution for client transactions, i.e., seeking to obtain not necessarily the lowest commission but the best overall qualitative execution in the particular circumstances. Other components that we analyze in seeking best execution include timeliness of having a transaction executed by a broker, the value of research provided, the responsiveness of the broker to us and the financial responsibility of the broker.
Soft Dollars We currently use “soft dollars” generated by our trading activities to purchase research services or products that would otherwise have been an expense of Shannon River. We intend to keep any research activities that are related to such arrangements within the parameters of Section 28(e) of the United States Securities Exchange Act of 1934, as amended.
Generally, research services provided by broker-dealers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues.
Such research services are received primarily in the form of written reports, telephone contacts, industry conferences, and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, software, and meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. The receipt of such research services (and brokerage) will be subject to, and limited by, prevailing interpretive guidance provided by the SEC as falling within Section 28(e).
Trade Errors As a fiduciary, we have the responsibility to effect orders correctly, promptly and in the best interests of the clients. In the event any error occurs in the handling of any client transactions, due to our actions, or inaction, or actions of others, our policy is to correct the trade error promptly and to resolve the trade error so as to avoid incurring a loss to the client. Subject to applicable law, we will reimburse clients for net losses that occur to the extent that it is required to do so under the governing agreements for such Private Fund or advisory contract for such client.
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Review of Accounts We review the Private Funds’ and sub-advisory clients’ accounts on a continual basis to assure conformity with investment objectives and guidelines. We engage in active management for our clients and we review our transactions, positions and cash balances on a daily basis.
Reporting We will distribute an audited financial report for each Private Fund with respect to the previous fiscal year to all Investors in such Private Fund within 120 days of fiscal year-end. In addition, each Private Fund will generally distribute net asset value updates and performance reports on a monthly basis.
Shannon River furnishes reports to each sub-advisory client as agreed to with such client.
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We may compensate, either directly or indirectly, persons for client referrals or referrals of Investors in the Private Funds.
From time to time, we may enter into written agreements with third parties who solicit potential Investors or clients on behalf of us. If applicable, such agreements will comply with Rule 206(4)-3 under the Advisers Act and other applicable requirements of the Advisers Act and applicable state securities law requirements. Typically, with respect to the Private Funds, compensation under those agreements consists of a percentage of certain of the investment management fees we collect with respect to Investors in a Private Fund who become an Investor as a result of the solicitor’s efforts. Generally, Investors in a Private Fund are not responsible for any part of the compensation that solicitors receive from us or our affiliates, and we generally do not charge Investors introduced by such solicitors any higher fee or any additional amount as a result of obligations to pay such solicitors for their solicitation services.
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We will comply with the requirements of the Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) with regards to Shannon River’s custody of the client assets. We are deemed to have custody of the Private Funds’ assets and securities because we have the authority to obtain funds or securities, for example, by deducting advisory fees from a Private Fund's account or otherwise withdrawing funds from a Private Fund's account.
We do not expect to be required to comply (or expect to be deemed to have complied) with certain requirements of the Custody Rule with respect to each Private Fund because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that each Private Fund be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Private Fund distribute its audited financial statements to all investors in such Private Fund within 120 days of the end of its fiscal year.
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We generally have discretionary authority to determine, without obtaining specific consent, securities to be bought or sold, the amount of securities to be bought or sold, broker-dealer to be used and the commission rates paid. With respect to the Private Funds, any limitations on authority are included in each Private Funds’ investment management agreement, or governing documents, as applicable. Clients who have engaged Shannon River as a sub-adviser may place certain investment guidelines and/or restrictions on Shannon River’s ability to trade with respect to such sub-advisory accounts.
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To the extent we have been delegated proxy voting authority on behalf of our clients, we comply with our Proxy Voting Policies and Procedures that are designed to ensure that in cases where we vote proxies with respect to our client’s securities, such proxies are voted in the best interest of the client. The Investors in the Funds may not direct voting of proxies.
If a material conflict of interest between us and a client exists, we will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client or take some other appropriate action.
Upon request, we will provide clients with a copy of our proxy voting policies and procedures and/or a record of all proxy votes cast by the such client.
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Shannon River has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.
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