A. Quantum Capital Management, LLC (the “Registrant”) is a limited liability company
formed on February 23, 1999 in the state of New Jersey. The Registrant became registered
as an Investment Adviser Firm in August 2000. The Registrant is owned by John J. Hughes.
John J. Hughes is the Registrant’s Principal.
B. As discussed below, the Registrant offers to its clients (individuals, business entities, trusts
and pension and profit sharing plans, etc.) investment advisory services. The Registrant
does not hold itself out as providing financial planning, estate planning or accounting
services.
INVESTMENT ADVISORY SERVICES
The Registrant provides discretionary investment advisory services on a fee-only basis. The
Registrant shall charge an annual investment management fee based upon a percentage of
the market value of the assets being managed by Registrant. The investment management
fee charged shall vary (between 0.75% and 1.00%) depending upon the market value of
assets under management.
MISCELLANEOUS
No Financial Planning or Non-Investment Consulting/Implementation Services. The
Registrant does not provide financial planning and related consulting services regarding
non-investment related matters, such as estate planning, tax planning, insurance, etc.
Registrant does not serve as an attorney, accountant, or insurance agency, and no portion
of its services should be construed as legal, accounting, or insurance brokerage services.
Accordingly, Registrant does not prepare estate planning documents, tax returns or sell
insurance products.
To the extent requested by a client, Registrant may recommend the services of other
professionals for certain non-investment implementation purpose (i.e., attorneys,
accountants, insurance agents, etc.). Clients are reminded that they are under no obligation
to engage the services of any such recommended professional. The client retains absolute
discretion over all such implementation decisions and is free to accept or reject any
recommendation made by Registrant or its representatives.
If the client engages any unaffiliated recommended professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional(s)
(i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be
responsible for the quality and competency of the services provided.
Affiliated Private Investment Fund. The Registrant’s affiliate, Quantum Capital
Advisors, LLC, an SEC registered investment adviser firm (801-77003), serves as the
General Partner of The Quantum Strategic Value Fund, LP (the “affiliated private fund”) -
a private investment fund whose objective is to provide investors with an above average
long-term rate of return by investing in individual domestic and international equity
securities. The Registrant may recommend, on a non-discretionary basis, that qualified
clients allocate a portion of their investment assets to the affiliated private fund. To the
extent that Registrant’s individual advisory clients qualify, and determine that an
investment is appropriate given their investment objective(s) and financial situation, they
may participate as limited partners of the affiliated private fund. The terms and conditions
for participation in the affiliated private fund are set forth in the affiliated private fund’s
offering documents (discussing fees-including fees payable to the General Partner and the
sub-managers engaged to manage affiliated private fund assets, conflicts of interest, risk
factors, and liquidity constraints), which each prospective investor client shall receive, and
shall be required to complete and submit the corresponding Subscription Agreement to the
General Partner in order to demonstrate qualification for investment in the affiliated private
fund.
Risks: Private investment funds generally involve various risk factors, including, but not
limited to, potential for complete loss of principal, liquidity constraints and lack of
transparency, a complete discussion of which is set forth in each fund’s offering
documents, which will be provided to each client for review and consideration. Unlike
liquid investments that a client may maintain, private investment funds do not provide daily
liquidity or pricing. Each prospective client investor will be required to complete a
Subscription Agreement, pursuant to which the client shall establish that he/she is qualified
for investment in the fund, and acknowledges and accepts the various risk factors that are
associated with such an investment.
Conflict Of Interest. Registrant may recommend that certain clients consider an investment
in the affiliated private fund. If the client chooses to become a fund investor, the
Registrant’s affiliated adviser could earn a fee in excess of the fee referenced in
Registrant’s fee schedule at Item 5 below. This presents a conflict of interest, as the
Registrant has an incentive to make the recommendation, based on the potential for its
affiliate to collect a fee in excess of what the Registrant could earn on the same assets under
management. No client is under any obligation to become an affiliated private fund
investor. The Registrant’s Chief Compliance Officer, George Ivanov, remains available to
address any questions regarding this conflict of interest.
Valuation: In the event that the Registrant references the affiliated private investment fund
on any supplemental account reports provided to a client, the client’s position in the
affiliated private investment fund will generally reflect the most recent value. The current
value of any investment in the affiliated private investment fund could be significantly more
or less than the price reflected in any supplemental account report.
Sub-Advisory Engagements. The Registrant serves as a sub-advisor to unaffiliated
registered investment advisors according to the terms and conditions of a written Sub-
Advisory Agreement. With respect to its sub-advisory services, the unaffiliated investment
advisors that engage the Registrant’s sub-advisory services maintain both the initial and
ongoing day-to-day relationship with the advisory relationship, including initial and
ongoing determination of suitability for the Registrant’s designated investment strategies
and/or programs.
If the custodian/broker-dealer is determined by the unaffiliated investment adviser,
Registrant will be unable to negotiate commissions and/or transaction costs, and/or seek
better execution. As a result, underlying clients may pay higher commissions or other
transaction costs or greater spreads, or receive less favorable net prices, on transactions for
the account than would otherwise be the case through alternative clearing arrangements
recommended by Registrant. Higher transaction costs adversely impact account
performance.
Retirement Rollovers-Conflict of Interest. A client or prospective client leaving an
employer typically has four options regarding an existing retirement plan (and may engage
in a combination of these options): (i) leave the money in the former employer’s plan, if
permitted, (ii) roll over the assets to the new employer’s plan, if one is available and
rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv)
cash out the account value (which could, depending upon the client’s age, result in adverse
tax consequences). If Registrant recommends that a client
roll over their retirement plan
assets into an account to be managed by Registrant, such a recommendation creates a
conflict of interest if Registrant will earn new (or increase its current) compensation as a
result of the rollover. If Registrant provides a recommendation as to whether a client should
engage in a rollover or not (whether it is from an employer’s plan or an existing IRA),
Registrant is acting as a fiduciary within the meaning of Title I of the Employee Retirement
Income Security Act and/or the Internal Revenue Code, as applicable, which are laws
governing retirement accounts. No client is under any obligation to roll over retirement
plan assets to an account managed by Registrant, whether it is from an employer’s plan or
an existing IRA.
Use of Exchange Traded Funds. Most exchange traded funds are available directly to the
public. Therefore, a prospective client can obtain many of the funds that may be utilized
by the Registrant independent of engaging the Registrant as an investment advisor.
However, if a prospective client determines to do so, they will not receive Registrant’s
initial and ongoing investment advisory services. In addition to Registrant’s investment
advisory fee described below, and transaction and/or custodial fees discussed below, clients
will also incur, relative to all exchange traded fund purchases, charges imposed at the fund
level (e.g. management fees and other fund expenses).
Portfolio Activity. Registrant has a fiduciary duty to provide services consistent with the
client’s best interest. As part of its investment advisory services, Registrant will review
client portfolios on an ongoing basis to determine if any changes are necessary based upon
various factors, including, but not limited to, investment performance, fund manager
tenure, style drift, account additions/withdrawals, and/or a change in the client’s
investment objective. Based upon these factors, there may be extended periods of time
when Registrant determines that changes to a client’s portfolio are neither necessary nor
prudent. Clients nonetheless remain subject to the fees described in Item 5 below during
periods of account inactivity.
Cash Positions. Registrant continues to treat cash as an asset class. As such, unless
determined to the contrary by Registrant, all cash positions (money markets, etc.) shall
continue to be included as part of assets under management for purposes of calculating
Registrant’s advisory fee. At any specific point in time, depending upon perceived or
anticipated market conditions/events (there being no guarantee that such anticipated market
conditions/events will occur), Registrant may maintain cash positions for defensive
purposes. In addition, while assets are maintained in cash, such amounts could miss market
advances. Depending upon current yields, at any point in time, Registrant’s advisory fee
could exceed the interest paid by the client’s money market fund.
Cash Sweep Accounts. Certain account custodians can require that cash proceeds from
account transactions or new deposits, be swept to and/or initially maintained in a
specific custodian designated sweep account. The yield on the sweep account will
generally be lower than those available for other money market accounts. When this
occurs, to help mitigate the corresponding yield dispersion Registrant shall (usually within
30 days thereafter) generally (with exceptions) purchase a higher yielding money market
fund (or other type security) available on the custodian’s platform, unless Registrant
reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day
period to purchase additional investments for the client’s account. Exceptions and/or
modifications can and will occur with respect to all or a portion of the cash balances for
various reasons, including, but not limited to the amount of dispersion between the sweep
account and a money market fund, the size of the cash balance, an indication from the client
of an imminent need for such cash, or the client has a demonstrated history of writing
checks from the account.
The above does not apply to the cash component maintained within a Registrant actively
managed investment strategy (the cash balances for which shall generally remain in the
custodian designated cash sweep account), an indication from the client of a need for access
to such cash, assets allocated to an unaffiliated investment manager and cash balances
maintained for fee billing purposes.
The client shall remain exclusively responsible for yield dispersion/cash balance decisions
and corresponding transactions for cash balances maintained in any Registrant unmanaged
accounts.
Client Obligations. In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other professionals, and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains their
responsibility to promptly notify the Registrant if there is ever any change in their financial
situation or investment objectives for the purpose of reviewing, evaluating or revising
Registrant’s previous recommendations and/or services.
Cybersecurity Risk. The information technology systems and networks that Registrant
and its third-party service providers use to provide services to Registrant’s clients employ
various controls, which are designed to prevent cybersecurity incidents stemming from
intentional or unintentional actions that could cause significant interruptions in Registrant’s
operations and result in the unauthorized acquisition or use of clients’ confidential or non-
public personal information. Clients and Registrant are nonetheless subject to the risk of
cybersecurity incidents that could ultimately cause them to incur losses, including for
example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or
interruption to systems. Although Registrant has established procedures to reduce the risk
of cybersecurity incidents, there is no guarantee that these efforts will always be successful,
especially considering that Registrant does not directly control the cybersecurity measures
and policies employed by third-party service providers. Clients could incur similar adverse
consequences resulting from cybersecurity incidents that more directly affect issuers of
securities in which those clients invest, broker-dealers, qualified custodians, governmental
and other regulatory authorities, exchange and other financial market operators, or other
financial institutions.
Disclosure Statement. A copy of the Registrant’s written Brochure and Client
Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively,
shall be provided to each client prior to, or contemporaneously with, the execution of the
Investment Advisory Agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each
client. Prior to providing investment advisory services, an investment adviser
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time, impose
reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 31, 2023, the Registrant had $878,822,097 in assets under management
on a discretionary basis.