Item 5. Fees and Compensation
The Adviser charges each client an investment management fee based on the value of the account’s assets under
management.
• Separate Accounts. Investment management fees for separate accounts are charged each quarter based
upon a percentage of the market value of the account’s assets under management as of the last day of
each quarter. The standard fee for these accounts is an annual rate of 1.50%. Fees are billed in advance.
The Adviser will refund unearned fees that have been prepaid. Advisory contracts may be terminated by
the Adviser upon 30 days’ notice.
If a new client account is established during a quarter, the investment management fee will be charged as
of the effective date of the investment management agreement and will be prorated for the number of
days remaining in the quarter.
• Private Funds. The private funds for which the Adviser serves as investment manager generally pay a
management fee at an annual rate of 1.25% of the fund’s net assets as of quarter end.
On an annual basis, if the performance of the fund exceeds the high water mark for each investor, the
Adviser or its related persons are entitled to receive an incentive reallocation of profits equal to 20% of
net profits in excess of a hurdle return allocated to the investor or partner in any fiscal year.
• Akre Focus ETF. The Adviser serves as investment adviser to the Akre Focus ETF (“Fund”), a series of a
registered, open-end investment company. For its services to the Fund, the Adviser receives a unitary
management fee from the Fund that is based upon a specified percentage of the average daily net assets
of the Fund. Such fee is calculated daily and paid monthly in arrears.
For the private funds for which the Adviser serves as investment manager, the Adviser deducts the investment
management fee from these client accounts by instructing the client’s custodian. For the separately managed
accounts for which the Adviser serves as investment manager, the client may select the method by which it would
like to pay the investment management fee. The Adviser deducts the investment management fee from a client’s
account by instructing the client’s custodian, or the Adviser bills a client for the investment management fees on
a quarterly basis.
In addition to paying investment management fees and, if applicable, a performance-based incentive reallocation
to the Adviser or its related persons, client accounts are also subject to other investment expenses such as
custodial charges, brokerage fees, commissions and related costs; bank service fees; interest expenses; taxes,
duties, and other governmental charges; transfer and registration fees or similar expenses; costs associated with
foreign exchange transactions; other portfolio expenses; and costs, expenses, and fees (including, investment
advisory and other fees charged by investment advisers with, or funds in, which the client’s account invests)
associated with products or services that may be necessary or incidental to such investments or accounts. More
detailed information about the fees and expenses related to the private funds may be found in the governing
documents of such private funds.
Some client assets are invested in pooled investment vehicles. In these cases, clients bear their pro rata share of
the underlying fund’s operating and other expenses including, in addition to those listed above: sales expenses;
legal expenses; valuation expenses; internal and external accounting, audit, and tax preparation expenses; and
organizational expenses. Client assets are from time to time invested in money market mutual funds, ETFs, or other
registered investment companies. In these cases, the client bears its pro rata share of the investment management
fee and other fees of the fund, which are in addition to the investment management fee paid to the Adviser. Please
refer to Item 12 of this brochure for a discussion of the Adviser’s brokerage practices.
The Adviser has determined to invest all or a substantial portion of the assets of certain client accounts in shares
of the Fund. Unless otherwise provided in its investment management agreement, the client authorizes the Adviser
to make such investments in shares of the Fund. Such authorization may be revoked at any time in writing by the
client. Each client account invested in shares of the Fund should review the Fund’s prospectus for information
about the Fund and its fees, which include a management fee to the Adviser. The Adviser does not charge its
managed account fee on any assets in a client account invested in the Fund. The Fund pays an investment
management fee to the Adviser, and a client account will indirectly pay its pro rata portion of the Fund’s
management fee to the Adviser to the extent assets in the client account are invested in the Fund.
The allocation of expenses by the Adviser between it and any client and among clients represents a conflict of
interest. To address this conflict, the Adviser has adopted and implemented policies and procedures for the
allocation of expenses. The Adviser allocates expenses to each client account in accordance with the client’s
arrangements with the Adviser (including applicable client disclosures). The Adviser seeks to allocate shared
expenses for products and services benefitting the Adviser and the client (and not covered by the client’s
arrangements) in a fair and reasonable manner.