Item 5 - Fees and Compensation
This Item 5 provides a summary of how New Legacy is compensated for the advisory services it
provides to its clients. While this summary is generally applicable, the fees and expenses for
which a client, Fund, or investor is responsible will ultimately vary client-by-client and are
explained in complete detail in the applicable Offering Documents.
Funds are generally subject to a management fee (the “Management Fee”) and a performance
fee or allocation (the “Performance Allocation”). Management Fees are based on assets under
management or commitment, depending on the Fund. Performance Allocations generally consist
of an allocation of Fund profits, incentive allocation or fee, carried interest, or other performance-
based compensation as described in the applicable Offering Documents, with some only being
triggered after a minimum return or “hurdle” is exceeded. For some Funds, Performance
Allocations are also subject to a “high water mark.” While the specific amounts of such fees and
allocations are described in detail in the applicable Offering Documents, Management Fees
generally range from .75% to 2.0% per annum of assets under management or a negotiated fixed
fee in respect of the asset-based fees and Performance Allocations generally range from 0% to
20% of profits. Management Fees are payable as set forth in the applicable Offering Documents,
which commonly provide for quarterly payments in advance. Fund investors bear their pro rata
portions of such fees and performance allocations.
Separately managed account clients are generally charged fees on a percentage of assets basis.
Fee arrangements are individually negotiated with each separately managed account client at the
outset of the advisory agreement. These clients may bear additional expenses in the form of
trading commissions, underlying manager fees, and legal, administration and accounting costs,
among others, depending on the account and strategy pursued.
New Legacy or its supervised persons will not receive any compensation with respect to the
purchase or sale of securities or other investment products by any Fund. Clients and Fund
investors will incur brokerage commissions and other transaction costs in connection with
portfolio trading. Please refer to Item 12 (Brokerage Practices) for more information.
Additional Fees and Expenses
Funds bear their own expenses which can vary depending on the investment strategy pursued.
Generally these include, but may not be limited to, interest expense, brokerage commissions,
custodial fees, administration fees and expenses, costs of borrowing securities to be sold short,
research fees and materials (including online news and quotation services), withholding and
transfer taxes, blue sky fees, initial and periodic offering, legal, audit and accounting, consulting
fees and expenses and other professional fees and expenses (which include regulatory and
compliance costs that the respective general partner, managing member or affiliate incurs in
connection with the funds’ operations). For certain Funds, expenses include reimbursing an
affiliate of the respective general partner, managing member or affiliate for services and expenses.
In these instances, the Fund’s annual expenses are capped at 1% of capital, and the respective
general partner, managing member or affiliate absorbs any excess expenses.
Funds will also pay, or reimburse the respective general partner, managing member or affiliate,
for such Fund’s organizational fees and expenses. These expenses may be amortized over an
extended period for purposes of calculating the Fund’s net asset value depending on the facts and
circumstances and as permissible by the Fund’s respective Offering Documents.
New Legacy may waive or reduce expenses with respect to one or more Funds or investors for
any period of time. In the event that an investor’s expenses are waived or reduced, the respective
general partner, managing member or affiliate absorbs the excess expenses and does not pass the
expense load to other investors.
The expenses to be paid by Funds (and therefore investors) and other clients are set forth in detail
in the applicable Offering Documents. Thus, although the foregoing is a summary of the types of
expenses Funds and clients will generally bear, it is not an exhaustive or complete list. Fund
investors, prospective investors, and clients should therefore review the applicable Offering
Documents carefully because such documents, and not this Brochure summary, describe the exact
expenses they will bear.
Termination
The terms of each agreement, including termination provisions, are negotiated on a case-by-case
basis and set forth in the applicable Offering Documents. For separately managed accounts and
similar arrangements where fees are paid in advance, upon termination prior to the end of a billing
period, any unearned pre-paid fees will generally be refunded to the client on a pro-rata basis
calculated based on the number of days remaining in the billing period. Fund investors generally
cannot withdraw from a Fund prior to the conclusion of its term; accordingly, such investors
would typically not be entitled to a refund of management fees previously paid.
Side Letters
New Legacy enters into side letters or other similar agreements with certain clients or investors
that have the effect of establishing rights (including economic terms) under, or altering or
supplementing the terms of certain Offering Documents. As a result of such side letters, certain
investors will receive different economic or other rights that other investors may not receive.
Additional Compensation
One of our supervised persons, Joseph Weilgus, is associated with Stonehaven, LLC
(“Stonehaven”), an SEC Registered Broker Dealer and FINRA Member Firm and can recommend
the purchase of securities offered by Stonehaven. If you purchase these products through them,
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