Fees and Compensation — Form ADV Part 2A (3/11/2025)
[Brochure]
Item 5 Fees and Compensation
ADVISORY FEES
As compensation for investment advisory services rendered to the Fund, Fractal Capital charges
an annualized management fee (the “Management Fee”) of 2% of each investors’ capital account
balance. The Management fee is calculated and paid each calendar quarter in arrears based on the
value of the net assets of the Fund as of the end of such quarter and prior to recording withdrawals
as of the end of such quarter. Neither Fractal Capital nor any of its affiliates will be charged any
Management Fees with respect to its interest in the Funds. Fractal Capital has the right to waive,
reduce and/or modify the Management Fee for certain investors in the Funds in its sole discretion.
The Funds’ General Partner, Fractal Investors LLC which is an affiliate of Fractal Capital, is also
entitled to receive an incentive allocation (the “Incentive Allocation”) that is 20% of the net profits
subject to a loss carry-forward provision, also known as a “high watermark.” The Incentive
Allocation takes into account both realized and unrealized gains and losses and is calculated based
on returns across the full calendar year. All investors for which an Incentive Allocation is assessed
must be qualified clients as described in Section 205 of the Investment Advisers Act of 1940. The
Incentive Allocation is deducted from the investor’s capital account at the end of each calendar
year. The General Partner may allocate a portion of its Incentive Allocation to one or more special
limited partners as described in the partnership agreement. In addition, the General Partner may
enter into negotiated side letter agreements with one or more investors that may alter, modify, or
change the terms of the interest(s) held by the investor(s). The General Partner has the right to
waive, reduce and/or modify the Incentive Allocation for certain investors in the Funds in its sole
discretion.
For investors who invest in the Funds, fees are generally deducted directly from the investor’s
capital account. Further details regarding Fractal Capital’s compensation can be found in the
Offering Documents.
Other Fees and Expenses. Each Fund is responsible for direct expenses incurred in connection
with or otherwise related to its operations and activities, including legal, audit, tax and accounting
expenses, administrator fees and expenses, expenses associated with its investment portfolio such
as brokerage commissions and other transaction costs when purchasing or selling securities,
interest on margin accounts and other indebtedness, borrowing charges on securities sold short,
and custodial fees. For information on Fractal Capital’s brokerage practices, please refer to Item
Account Minimums and Types of Clients — Form ADV Part 2A (3/11/2025)
[Brochure]
TYPES OF CLIENTS
Fractal Capital only offers investment advisory services to pooled investment vehicles. Client
relationships may vary in scope and length of service. Investors in the Funds generally are required
to complete and submit a subscription agreement binding them to the terms of a Fund’s Offering
Documents. The Funds admit only sophisticated investors that are both “accredited investors,” as
defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (the “1933 Act”), and
“qualified client” pursuant to Rule 205-3 under the Advisers Act.
ACCOUNT REQUIREMENTS
The minimum initial capital contribution to the Funds is $200,000, subject to the General Partner’s
sole discretion to accept subscriptions for lesser amounts. The General Partner may, in its sole
discretion, elect to temporarily or permanently suspend the offering of interests. The General
Partner may, in its sole discretion, reject any subscription request for any reason or no reason.
Fractal Capital Management LLC 6
Form ADV Part 2A
Filed 2024-12-31 (D) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $200,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
Filed 2021-09-17 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $200,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
Filed 2021-09-17 (D/A) · Exemption 506(b), 3(c), 3(c)(1) · Minimum $200,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown
Accounts
AUM ($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
2
7.1
(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