Fees and Compensation — Form ADV Part 2A (3/26/2019)
[Brochure]
Item 5. Fees and Compensation
As the investment manager to the Funds, Phalanx Capital receives a quarterly management fee
(the “Management Fee”) in advance based on the net asset value of an investor’s capital account
calculated at the rate of approximately 2.0% per annum. The Management Fee is prorated for any
period that is less than a full quarter and adjusted for contributions made during the quarter.
Management Fees are deducted at our instruction as described in the Funds’ Confidential
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Explanatory Memorandums and Confidential Private Offering Memorandum (the “Offering
Documents”). The general partner of the Funds is also allocated a performance-based fee (the
“Incentive Allocation”). Fees for Managed Accounts are negotiated directly with the investor.
Please see Item 6. Performance-Based Fees and Side-by-Side Management for further details.
Phalanx Capital may waive or modify the Management Fee and/or the Incentive Allocation for
members, employees or affiliates, relatives of such persons, and for certain large or strategic
investors.
In addition, Phalanx Capital may enter into agreements with certain prospective or existing
investors whereby such investors may be subject to terms and conditions that are more
advantageous than those of other investors. These terms and conditions may be based on the size
of a contribution, an agreement to maintain such investment for a significant period of time, or
other similar commitment.
For example, such terms and conditions may provide for special rights to make future capital
contributions to the Funds, other investment vehicles or Managed Accounts; special withdrawal
rights, relating to frequency or notice; a reduction or rebate in fees or withdrawal penalties and/or
other terms; and such other rights as may be negotiated by Phalanx Capital.
See Item 15. Custody for additional information regarding the deduction of fees from investor
accounts.
The U.S. Feeder and Offshore Feeder funds will bear a pro rata share of the expenses such as
operating and other expenses including sales expenses, legal expenses, internal and external
accounting, audit and tax preparation expenses, and organizational expenses. In addition, investors
will incur brokerage and other transaction costs. Please refer to Item 12. Brokerage Practices of
this Brochure for a discussion of Phalanx Capital’s brokerage practices.
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Account Minimums and Types of Clients — Form ADV Part 2A (3/26/2019)
[Brochure]
Item 7. Types of Clients
The Funds are Phalanx Capital’s clients. Investors in the Funds consist of sophisticated individual
and institutional investors, family offices and other business entities. Fund of funds investors will
invest through the Funds. Access to the Funds is limited to investors who meet specified minimum
investment criteria relating to their financial holdings, investment experience, and the like.
Additional details regarding initial and additional subscription minimums are disclosed in the
Offering Documents for the Funds.
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