Armatus Capital Management LLC

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Armatus Capital Management LLC
CRD #284800
SEC #801-136899
CIK #0002098281
AUM 241.0 M (2026-06-29)
Employees 6 (33% Investors, 0% Brokers)
Fees
Minimum
Phone952-935-5014
Address
Source [IAPD] [EDGAR] [Website]
Total AUM ($M)
2502001501005002010201520212027
Fees and Compensation — Form ADV Part 2A (6/29/2026) [Brochure]
Item 5: Fees and Compensation

Investors in the Funds are generally subject to management fees, performance-based compensation and
certain expenses as described below.

Management Fee

The Onshore Fund pays Armatus an annual management fee generally equal to 1.0% of the Onshore Fund’s
net asset value. This fee is typically calculated and paid quarterly in advance based on the Onshore Fund’s
net asset value as of the first day of each calendar quarter. Armatus may also assign or share all or a
portion of its management fee with affiliates or third parties.

Regarding the Offshore Fund, the Master Fund pays Armatus an annual management fee generally equal
to 1.0% of the total net asset value of each series of the Offshore Fund’s shares. This fee is typically
calculated and paid quarterly in advance based on the total net asset value of each series of the Offshore
Fund’s shares as of the first day of each calendar quarter.

For Investors admitted during a calendar quarter, as well as additional subscriptions by current Investors,
the management fee is prorated for the partial quarter. Management fees are generally non-refundable,
including in connection with withdrawals occurring during a quarter.

Armatus, in its sole discretion, may waive, reduce, or rebate management fees for certain Investors,
including affiliates, employees, strategic Investors, or other Investors that satisfy certain criteria.
Accordingly, similarly situated investors may pay different fees.

Performance-Based Compensation

In addition to the management fee, at the end of each calendar quarter, the Onshore Fund generally
allocates to the Manager a performance allocation equal to 20% of the new net profits attributable to each
Investor’s investment in the Onshore Fund, subject to a “high-water mark.”

Similarly, in respect of the Offshore Fund, at the end of each calendar quarter, the Master Fund generally
allocates to the Manager a performance allocation equal to 20% of the new net profits attributable to each
series of the Master Fund shares, subject to a “high-water mark.”

The high-water mark is intended to ensure that performance allocations are only charged on new net
profits. Performance allocations are generally calculated quarterly and may include both realized and
unrealized gains and losses.

Armatus Capital Management, LLC                                             Form ADV Part 2A

The Manager may reduce, waive, or rebate the performance allocation for certain Investors in its
discretion. Different Investors therefore may pay different effective rates of compensation.

The Manager may also share or assign all or a portion of the performance allocation to affiliates or third
parties.

Fund Expenses

In addition to the management fee and performance allocation, the Funds bear their own operating
expenses and certain expenses of Armatus related to the management and operation of the Funds. These
include: ordinary and extraordinary expenses, which may include, without limitation, the expenses of the
ongoing offering of Fund interests and filing fees; the cost of any future restructuring of the Funds or
updates to the Funds’ Offering Documents; legal, bookkeeping, accounting, auditing, recordkeeping,
administration, computer and clerical expenses (including expenses incurred in preparing reports and tax
information to the Investors and regulatory authorities and expenses for specialized administrative
services); printing and duplication expenses; investment-related travel expenses, investment research
expenses, market data, newswire and data processing expenses; software and connectivity charges;
brokerage commissions, bank charges, custody fees and borrowing costs; British Virgin Islands annual
registration fees; directors’ fees; directors’ and officers’ liability insurance; investment and operating
expenses; and such other expenses necessary to perform the operation of the Funds as determined by
the Funds in their sole discretion. The Feeder Funds will also pay their, and their pro rata portion of the
Master Fund’s, extraordinary expenses (including taxes, indemnification costs, litigation costs, trade errors
or damages). All expenses noted above incurred by the Manager or the directors in connection with the
exercise of their duties to the Feeder Funds and the Master Fund are paid or reimbursed by the Feeder
Funds or the Master Fund, as applicable. The directors of the Master Fund may also be paid all reasonable
travel, hotel and other related expenses properly incurred by them in attending general meetings or
meetings held in connection with the business of the Master Fund.

The Funds shall, on a periodic basis as determined by the Manager in its sole discretion, pay or reimburse
Armatus for its ongoing overhead and operating expenses, including, but not limited to, technology
expenses (including, but not limited to, expenses related to hardware, software and IT consulting services),
legal and compliance expenses (including, but not limited to, expenses related to (i) the preparation of,
and updates to, Armatus’ organizational and operating documents and (ii) regulatory and compliance costs
arising out of Armatus’ management of the Funds, such as legal, administrative and filing costs and expenses
relating to Armatus’ SEC Form ADV and compliance with the Investment Advisers Act of 1940, as
amended (“Advisers Act”), filing fees, connectivity expenses (including, but not limited to, expenses
related to phone, fax, e-mail and internet services), business travel expenses (including, but not limited to,
transportation and hotel expenses), banking expenses (including, but not limited to, expenses incurred in
connection with wire transfers), rent and the salaries, bonuses and other compensation and expenses of
the employees and service providers of Armatus (including, but not limited to, the expenses related to
payroll, fees, taxes and employee benefits).
...
Account Minimums and Types of Clients — Form ADV Part 2A (6/29/2026) [Brochure]
Item 7: Types of Clients

Armatus provides discretionary investment advisory services to the Funds. The Offering Documents of
the Feeder Funds set forth the relevant eligibility criteria for Investors. Further, initial and additional
subscription minimums are disclosed in these Offering Documents, which may be waived at the discretion
of the Manager with respect to the Onshore Fund, and the board of directors with respect to the Offshore
Fund.

Each Investor in the Onshore Fund, and certain U.S. Tax-Exempt Investors in the Offshore Fund, generally
must qualify as an “accredited investor,” as defined in Regulation D under the U.S. Securities Act of 1933
(the “Securities Act”). Further, these Investors must generally be a “qualified client,” as defined in Rule
205-3 of the Advisers Act. The Offering Documents contain representations and questionnaires relating
to these qualifications.

The minimum investment for an Investor in the Onshore Fund is US $50,000, while the minimum
investment for an Investor in the Offshore Fund is US $100,000. These minimum investment amounts
may be waived in accordance with the terms of the applicable Feeder Fund’s Offering Documents.
Type Form D Funds Date Sold AUM
HF Armatus Market Neutral Master Fund Ltd [2016-08-22] 12.1 M 240.9 M
Filed 2025-11-06 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $50,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($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 3 241.0
(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 3 241.0
By Discretionary
Discretionary 3 241.0
Non-Discretionary 0 0.0
Total 3 241.0
By Non-United States Persons
Non-United States Persons 41.6
United States Persons 199.3
Total 3 241.0
Form D Directors Role # Filings # Firms 2011 - 2026
Armatus Partners LLC Executive Officer 1 1
Derrick Bilderbeek Executive Officer 1 1
Firm Profile (Form ADV)
ServesInstitutional
Fund TypesHedge Fund
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