Fees and Compensation — Form ADV Part 2A (2/4/2022)
[Brochure]
Item 5. FEES AND COMPENSATION
Kellner Private charges its affiliated pooled investment vehicles an investment
management fee of 1.5% per annum of net assets. Investment management fees are
deducted from client accounts on a monthly basis. Additionally, an affiliate of Kellner
Private receives a performance allocation of 20% of the profits allocable to investors in
the affiliated pooled investment vehicles (subject to a high-water mark provision). The
method of calculating the performance allocation complies with Rule 205-3 under the
Investment Advisors Act of 1940 (the “Advisers Act”), to the extent possible.
Kellner Private or its affiliate may waive or reduce the investment management fee or
performance allocation with respect to certain investors in its affiliated pooled investment
vehicles.
In addition to investment management fees and performance based compensation,
affiliated pool investment vehicle clients accounts also incur brokerage and other
transaction costs. Please refer to Item 12 of this brochure for a discussion of Kellner
Private’s brokerage practices. Additionally, clients may also be subject to other expenses
including, but not limited to, administrator expenses, custodian fees, filing fees, research
expenses, legal fees, compliance fees, taxes, tax preparation and audit fees. In instances
where client assets are invested in ETFs, other pooled investment vehicles or registered
investment companies, the clients bear their pro rata share of the investment management
fees, performance fees and other expenses of the underlying investments.
Kellner Private has arrangements where it may pay fees to internal and third party
solicitors who introduce investors to Kellner Private’s affiliated pooled investment
vehicles. Such fees may be based upon a flat percentage of invested capital and or profits
earned on such capital. Investors who are introduced by internal and third party solicitors
are not charged any additional fees. Receiving compensation for the sale of Kellner
Private’s affiliated pooled investment vehicles creates a conflict of interest as it gives the
solicitor incentive to recommend investment products based upon compensation received
instead of client’s needs. Accordingly, Kellner Private will only accept Accredited
Investors and Qualified Purchasers who are deemed to be suitable investors as
determined based upon investor responses to subscription documents.
Kellner Private receives a performance based fee as a sub-advisor for a sub-account of a
non-registered, non-affiliated pooled investment vehicle equal to 45% of the profits
allocated to such sub account.
Kellner Private receives a management fee of 1.00% of the average daily net assets as a
sub-advisor for a segment of a non-affiliated investment company registered under the
Investment Company Act of 1940.
Account Minimums and Types of Clients — Form ADV Part 2A (2/4/2022)
[Brochure]
Item 7. TYPES OF CLIENTS
Kellner Private’s clients consist of affiliated pooled investment vehicles and sub accounts
of non-affiliated pooled investment vehicles. The underlying investors in the affiliated
pooled investment vehicles consist primarily of high net worth individuals, trusts,
foundations, and other pooled investment vehicles.
Underlying investors in the affiliated pooled investment vehicles are generally required to
be Accredited Investors and Qualified Purchasers. Initial and additional subscription
minimums for investors in the affiliated pooled investment vehicles are disclosed in its
offering memorandum.
Filed 2022-01-12 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $500,000 · Remaining Indefinite · Duration More than one year · Finder's Fee $150,628 · Net Assets Decline to Disclose