Fees and Compensation — Form ADV Part 2A (5/3/2018)
[Brochure]
Item 5: Fees and Compensation
Modal typically receives compensation from the Clients calculated as a percentage of the assets
managed and on performance achieved with respect to each Client or specific interests therein,
as provided in the governing documents of the relevant Client. The Fund is subject to a
management fee of 2.0%, that is charged on a monthly basis, in arrears. Additionally, the Fund is
subject to a performance allocation equal to 20% of the appreciation of the net asset value of the
Fund on an annual basis, subject to a high water mark. Modal may agree to negotiate fees and
other terms for certain Clients in accordance with the relevant governing documents.
Modal generally deducts the asset-based fee described above from the Client accounts monthly in
arrears, as provided in the governing documents of the relevant Client. Because investors in the
Fund generally may not make intra-month withdrawals of their capital and management fees are
prorated for any periods shorter than a full payment period, investors do not pay a management
fee in excess of what they owe for the entire period. Modal generally allocates a performance
allocation from the Clients’ accounts at the end of each year, or a shorter period coinciding with
an earlier date if an investor elects to have its interest in a Client liquidated with respect to the
elected amount to the extent permitted by the governing documents of the relevant Client. The
Modal Capital LP Form ADV Part 2A
Fund generally makes a performance allocation with respect to liquidating investors at the time
distributions are made to such investors.
The Managed Account is subject to management fee and performance-based fee similar to those
described above. These fees are negotiated on a case-by-case basis with each Managed Account
client prior to commitment.
Item 6: Performance-Based Compensation and Side-By-Side Management
Modal and/or its affiliate(s) accepts performance-based compensation from certain of the Clients.
Because Modal and its affiliates may manage more than one Client account, the potential exists
for one Client to be favored over another Client. In particular, Modal, its affiliates, and their
investment personnel have a greater incentive to favor Clients that pay Modal or its affiliates
higher performance-based compensation. In addition, principals and certain employees of Modal
may have personal investments in one or more of the Clients, and such investments will not be
proportionate among the various Clients. Accordingly, Modal has an incentive to favor Clients in
which its principals or employees have a greater interest.
Modal has adopted policies and procedures intended to address conflicts of interest relating to
the management of multiple Client accounts and Clients in which Modal’s principal or employees
invest. In particular, Modal has adopted and will apply investment allocation policies designed to
achieve equitable allocation among Clients over time. Specifically, the allocation policy prevents
Modal from taking compensation into account when allocating investment opportunities.
Account Minimums and Types of Clients — Form ADV Part 2A (5/3/2018)
[Brochure]
Item 7: Types of Clients
The Adviser’s clients consist of the Modal Capital Ionian Fund LP, which is intended for
sophisticated investors. Investors of the Fund are not considered clients of Modal. Such investors
may include, but are not limited to, pension plans (corporate, state and foreign), charitable
foundations, endowments, fund of funds, sovereign wealth funds, private funds, investment
companies, trusts, family offices, private banks, high net worth individuals and other entities and
institutions. Investors in the Fund must meet certain suitability requirements as set forth in the
Fund’s offering documents. Any initial and additional subscription minimums are disclosed in the
offering memoranda for the Fund.
In addition to the Fund, Modal also advises a Managed Account on behalf of certain investors.
Modal determines in its sole discretion any requirements for entering into an investment advisory
contract with a Client fund or otherwise opening or maintaining an account, including whether a
private fund is large enough to implement its desired investment program.