ITEM 5 – FEES AND COMPENSATION
A. Advisory Fees and Compensation
The fees applicable to each Client are set forth in detail in each of the Clients’
respective offering documents or investment advisory agreements, as
appropriate. A brief summary of those fees is provided below.
With respect to the Funds, Numina generally is paid a “Management Fee”
which is paid quarterly in advance at a rate of 1.5% to 2.0% per annum, on the
opening capital account balance of each Class A and Class B Investor as of the
beginning of the fiscal quarter, adjusted for capital contributions at the beginning
of the quarter.
At the end of each fiscal year, the General Partner will receive an annual
performance based allocation (the “Incentive Allocation”) equal to 15% to
20%, depending on the Investor’s specific class of interest, of the net profits
attributable to each Investor’s account, if any, subject to a loss carryforward
provision. Net profits are calculated net of the management fee, but before the
Incentive Allocation. The Incentive Allocations are charged in compliance with
Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers
Act”). The General Partner reserves the right to waive or modify the Incentive
Allocation as to certain Investors at its discretion.
For a more detailed discussion on Incentive Allocations for Numina’s Fund
Clients, please see the relevant offering documents.
With respect to the Funds, Numina receives a monthly Management Fee and an
annual performance fee, terms of which are included in the investment advisory
agreements.
Numina reserves the right to impose on future Clients fee arrangements that may
differ from those fee arrangements described above.
Numina reserves the right to reduce or waive the fees that it is entitled to receive
with respect to any Investor, including affiliates and employees of Numina and
General Partner, without the consent of or obligation to provide notice to any
other Investor.
For Managed Portfolio Clients, Numina typically charges an asset-based
management fee paid on a monthly or quarterly basis in advance or in arrears
according to the terms of the applicable investment management agreement.
Numina may also receive an annual performance-based fee (an “Incentive Fee“)
equal to a percentage of the net profits of the Managed Portfolio, also according
to the terms of the applicable investment management agreement.
Numina Capital Management, LLC Form ADV Part 2A
B. Payment of Fees
Fees and compensation paid or allocated to Numina and the General Partner by
Clients are generally deducted from the assets of such Clients accounts. As
discussed above, the Management Fees are generally deducted on a quarterly or
monthly basis and the Incentive Allocation or Incentive Fee is generally
deducted on an annual basis.
C. Additional Fees and Expenses
The Funds will bear their own administrative and operational expenses,
including but not limited to, the Management Fee and fees payable to the Funds’
administrator; legal, administration, auditing, accounting (including third-party
accounting services), tax preparation and other professional expenses; bond
surveillance fees; due diligence costs; insurance expenses; the transaction
expenses described above; market data expenses; filing fees and expenses
(including regulatory filings made in respect of the Funds such as Form PF
preparation and filing expenses); research expenses (including research-related
travel); the costs of printing and distributing annual reports and statements and
expenses in connection with the ongoing offering of the Interests, including the
cost of producing and distributing offering memoranda and other marketing
materials, and expenses paid to third-party vendors, including travel and the cost
of producing and delivering offering materials, regulatory and compliance
expenses directly related to the Funds (for example including, without limitation,
costs related to compliance with FATCA and other tax regulations); software,
data bases and other technical and telecommunications services; equipment used
in the investment management process and hardware directly related to the
Funds; order management and risk management systems; investment expenses
such as commissions, interest on margin accounts and other indebtedness;
custodial fees; bank service fees; and other operating expenses.
Numina and its delegates each bear the costs of providing their respective
services to the Funds, including their general overhead (including Numina’s
general regulatory and compliance expenses (except as described above) and the
initial and ongoing costs and expenses associated with registration of Numina as
an investment adviser under the Advisers Act), salary and office expenses.
Numina will be entitled to reimbursement to the extent it advances expenses
otherwise allocable to the Funds as described above.
The Funds will pay any extraordinary expenses or costs which it may incur
(e.g., litigation expenses or damages) and any indemnification obligations it
Numina Capital Management, LLC Form ADV Part 2A
may owe Numina, its respective affiliates or other parties, as applicable, as
described in the offering documents.
Managed Portfolios will typically bear the direct costs (brokerage and other
account based fees) associated with Numina’s management of the portfolio.
D. Prepayment of Fees
Given Numina’s liquidity terms, it is highly unlikely that a management fee
refund would become necessary. However, in the event that a fee refund is
necessary in light of withdrawal timing or termination of an investment advisory
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