Fees and Compensation — Form ADV Part 2A (3/29/2019)
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Item 5 - Fees and Compensation
Marto or its affiliates receive a management fee and performance-based compensation from
Clients. Such compensation arrangements are set forth in the relevant Offering Document or
investment management agreement with each Client.
The management fees paid by the Funds are generally equal to an annual rate of 1.0% - 2.0%,
depending on the particular share class of the Funds and the investment management
agreements with the Managed Accounts. The management fee paid by the Managed Accounts
Marto Capital LP Form ADV Part 2A
are also generally equal to an annual rate of 1.0% to 2.0%. The Firm or its affiliates may reduce,
waive or calculate differently the management fee for certain investors or Clients. The Firm
has waived the management fee for members, employees and affiliates of the Firm.
The management fee paid by the Funds and Managed Accounts is deducted on a quarterly
basis in advance. Any performance-based fees or allocation are deducted annually at the end
of each year for the Funds and charged to the Managed Accounts (see Item 6 below for a
description of performance-based fees).
The Management Fee will be prorated for any period that is less than a full quarter. Fees are
deducted and allocations are made from each Funds’ account.
Marto’s fees are exclusive of brokerage commissions, transaction fees, custodial fees and other
related costs and expenses which shall be incurred by Clients.
Marto expects that certain Funds will be responsible for investment-related expenses
(including brokerage (see Item 12 below)), as well as for their organizational and offering
expenses.
To the extent that Marto allocates Clients’ capital to money market funds or exchange-traded
funds, Clients will indirectly incur similar fees and expenses as these funds in turn pay similar
fees and expenses to their investment managers and other service providers.
Item 6 - Performance Fees and Side-by-Side Management
Marto or the General Partner may be entitled to a performance-based fee or performance
allocation with respect to each Client. Performance based fees are calculated based upon a
percentage of the net capital appreciation of the relevant Client. The performance-based fees
or allocations are charged in compliance with Rule 205-3 of the Investment Advisers Act of
1940, as amended (the “Advisers Act”).
Marto or its affiliates receive performance-based compensation from Clients, generally equal
to 10% - 20% of the net profits for each Client (as well as depending on the net asset value of
each particular share class of each investor in the Funds). Additional information regarding
such compensation arrangements are set forth in the relevant Offering Document or
investment management agreement with each Client. Marto or its affiliates may reduce, waive
or calculate differently the performance-based compensation for certain investors or Clients.
The Firm has waived performance-based compensation forg members, employees and affiliates
of the Firm.
The performance allocation is subject to a “high water mark.” The “high water mark” feature
prevents Marto from receiving a performance-based fee as to profits that simply restore
previous losses and is intended to ensure that each performance allocation is based on the
long-term performance of the Funds and Managed Accounts.
The terms of the performance-based compensation may differ among the Clients. This may
result in a conflict of interest when allocating opportunities among Clients, as Marto may have
an incentive to favor Clients that have higher performance-based compensation. To avoid
such a conflict of interest, Marto has developed documented procedures for allocating
opportunities among Clients in a fair and equitable manner.
As management fees and performance-based compensation are based directly on Clients’ net
asset values, Marto may have a conflict of interest in valuing the assets held in Client accounts.
Marto Capital LP Form ADV Part 2A
Marto follows documented valuation policies and consults with each Client’s third-party
administrator, as applicable, in order to mitigate this risk.
Account Minimums and Types of Clients — Form ADV Part 2A (3/29/2019)
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Item 7 - Types of Clients
Marto provides investment advice to the Funds and the Managed Accounts. The Managed
Accounts are generally institutional clients.
Filed 2019-03-08 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $250,000 · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose