Advisory Business
A. Goode and its Principal Owners
Goode Partners LLC (“Goode”) is a Delaware limited liability company with its principal place of business
located at 767 Third Avenue, New York, New York 10017. Goode was formed in 2006 by David Oddi and
Neal Goldman (original members). Jose Ferreira, Jr. was added as a member in 2008. Daniel Bonoff and
Keith Miller were added as members in 2018 after the resignation of Neal Goldman. The membership
interests of Goode are owned equally by Messrs. Oddi, Ferreira, Bonoff and Miller. Messrs. Oddi, Ferreira,
Miller and Bonoff are collectively referred to in this Brochure as the “Principals.”
Goode Fund II
Goode Investors II, LLC, a Delaware limited liability company, serves as the general partner of Goode
Fund II, a Delaware limited partnership with the private fund identification number 805-5642637024
(“Goode Fund II”).
Certain other persons serve as the managing members of the following entities:
Goode Supreme Holdings Co-Invest LLC
1
Goode Supreme Holdings Co-Invest II LLC2
Goode Silver Diner Co-Investors LLC3
1 Goode Supreme Holdings Co-Invest LLC is reported to the SEC as Goode Co-Investment Vehicle 12 with the private
fund identification number 805-2936483636.
2 Goode Supreme Holdings Co-Invest II LLC is reported to the SEC as Goode Co-Investment Vehicle 13 with the
private fund identification number 805-4557393273.
3 Goode Silver Diner Co-Investors LLC is reported to the SEC as Goode Co-Investment Vehicle 17 with the private
fund identification number 805-7953063372.
Goode Fund III
Goode Investors III, LLC, a Delaware limited liability company, serves as the general partner of Goode
Fund III, a Delaware limited partnership with the private fund identification number 805-2847880666
(“Goode Fund III”).
Certain other persons serve as the managing members of the following entities:
Goode Heavyweight Co-Invest LLC4
Goode Zulu Co-Invest LLC5
________________________________________
4 Goode Heavyweight Co-Invest LLC is reported to the SEC as Goode Co-Investment Vehicle 19 with the private
fund identification number 805-9025356080.
5 Goode Zulu Co-Invest LLC is reported to the SEC as Goode Co-Investment Vehicle 25 with the private fund
identification number 805-5250536675.
Each of the above referenced entities is referred to herein as a “Co-Investment Vehicle” and, collectively
as, the “Co-Investment Vehicles”). Goode Fund II, Goode Fund III and the Co-Investment Vehicles are
collectively referred to herein as “Goode Clients” unless otherwise described herein.
Goode Investors II LLC, as the general partner of Goode Fund II, Goode Investors III LLC, as the general
partner of Goode Fund III and the managing members of the Co-Investment Vehicles, are collectively
referred to herein as the “General Partner” unless otherwise described herein.
The General Partner has delegated to Goode its investment authority with respect to Goode Clients pursuant
to investment management agreements between Goode and Goode Clients. Investment decisions made by
Goode on behalf of Goode Clients are made collectively by the Principals.
The General Partner and its comprising entities are relying on Goode’s registration with the SEC under the
Advisers Act and are not registering with the SEC themselves. The General Partner, as well as any
employees thereof, and any other persons acting on their behalf, are and shall be subject to the supervision
and control of Goode and intend to conduct their activities in accordance with the Advisers Act and the
rules thereunder. Unless otherwise provided, references to “Goode” in
this Brochure will include Goode
and the General Partner, collectively.
B. Advisory Services
All descriptions of Goode Clients in this Brochure, including, but not limited to the investment strategies
employed on behalf of those entities, the fees and other costs associated with an investment in those entities,
and conflicts of interest faced by Goode in connection with the management of those entities, are qualified
in their entirety by reference to the relevant Fund Documentation.
Goode Fund II and Goode Fund III (as further described in the Private Offering Memoranda of Goode Fund
II, Goode Fund III and in Item 8 of this Brochure) are primarily focused on making investments in high
growth potential, consumer oriented companies including established retailers, branded consumer products
companies, direct marketers, restaurants, and distribution sectors with sustainable competitive advantages.
Investments by Goode Fund II and Goode Fund III in these companies generally range from $10 to $30
million.
The Co-Investment Vehicles co-invest in each portfolio investment alongside Goode Fund II or Goode
Fund III, (on the same terms and conditions). The Members of the Co-Investment Vehicles consist of
Goode personnel or consultants, or entities formed for the benefit of those persons. These Co-Investment
vehicles may also include investors in the investor funds sponsored by Goode and other third parties.
Certain personnel, consultants (or entities formed for the benefit of those persons) are given the opportunity
to invest alongside Goode Fund II and/or Goode Fund III, at the beginning of each calendar year. If such
persons elect at the beginning of the calendar to co-invest with Goode Fund II and/or Goode Fund III, they
must commit to do so alongside Goode Fund II and/or Goode Fund III for the entirety of such calendar
year. If such persons choose or fail to meet such investment commitment, they are prohibited from co-
investing with Goode Fund II and/or Goode Fund III for the remainder of such calendar year.
Goode provides discretionary investment advisory services to Goode Clients which, for purposes of this
Brochure, refers solely to Goode Fund II, Goode Fund III, and the Co-Investment Vehicles.
C. Tailoring of Advisory Services
The investment decisions made by Goode on behalf of Goode Clients are subject to certain investment
objectives and guidelines, as set forth in the relevant Fund Documentation. These guidelines include the
amount of fund assets that may be invested in any single portfolio company, the amount of fund assets that
may be invested in companies over which Goode does not have control, and the geographies in which fund
assets may be invested, among others. Limited Partners of Goode Fund II, Goode Fund III and Members
of the Co-Investment Vehicles (together, “Investors”) generally may not opt in or out of investments made
on their behalf by Goode, except in limited circumstances where legal or regulatory barriers prevent them
from doing so.
In addition, Goode has, and may in the future, enter into agreements, such as side letter agreements, with
certain Investors that impose restrictions on investments to be made by Goode and provide for terms of
investment that are more favorable to the terms provided to other Investors. Some of these terms include
the waiver of management fees and/or carried interest, the provision of additional information or reports,
and more favorable transfer rights.
D. Wrap Fee Programs
Goode does not participate in “wrap fee” programs or services.
E. Assets Under Management
As of December 31, 2023, Goode managed approximately $194.8 million of client assets on a discretionary
basis.