Bailard Inc

ITEM 5 – FEES AND COMPENSATION
Our fee schedules vary depending on the service or product in which a client invests. The standard
annual fee schedule for each product and service is set forth below. From time to time, we negoti-
ate the fees charged to an account. For example, clients transferring from another manager can
sometimes maintain their previously existing fee schedules.
                A.      Investment Advisory Fees for Wealth Management Clients
For wealth management clients, the investment advisory fee is payable quarterly in advance, based
upon the net value of the portfolio on the last day of the preceding quarter, utilizing the valuations
available to Bailard at the time the invoice is prepared, net of any credits. The standard annual in-
vestment advisory fee schedule for wealth management clients is as follows:
        1.00% of the first $5 million
        0.75% of the next $5 million
        0.50% for amounts over $10 million
        Minimum annual fee: $20,000
Please see Item 5. B. for a description of the standard fee schedule for fixed income-only clients.
We generally bill clients during the month after each calendar quarter end. Clients receive an in-
voice(s) showing the fee calculation. In cases where valuations are subsequently restated, Bailard
will not retroactively recalculate advisory fees or adjust previously issued invoices.
Clients may choose to have their fees deducted from their custody account(s) or to be billed di-
rectly. Most clients have authorized their fees to be deducted directly from their custody ac-
count(s). Their invoices indicate that the fees have been withdrawn from their accounts.
In circumstances where a client begins or terminates an account during the calendar quarter, we
prorate their advisory fee for that quarter and either issue a partial bill or a refund of fees previ-
ously paid in advance.
The initial investment advisory fee for clients who open an account during the quarter is calculated
by multiplying their normal quarterly advisory fee by a factor equal to the number of calendar days
during the quarter their account will be under management divided by the total number of calen-
dar days in the year.
Terminating clients who have already paid their quarterly fee in advance will receive a refund
equal to the difference between their payment amount and the revised billing amount, except that
the revised advisory fee after credits cannot be less than zero. In other words, Bailard will not be
obligated to refund an amount greater than the fees paid in advance by the client. Clients may ter-
minate their relationship at any time with written notice.
In some instances, such as concentrated stock positions, low-basis securities, or client-directed in-
vestments, Bailard may place a security in a non-billable category called “Unmanaged Assets.” No
advisory fee is assessed on these securities and no management responsibilities are required of
Bailard on these assets.
At Bailard’s discretion, a client’s account(s) may be aggregated (or householded) with other Bailard-
managed accounts (s) to apply the fee breakpoints and minimum annual fees to the householded
account(s)’ billing.
We have different fee schedules, investment minimums, and fee arrangements with different

clients. Some clients have higher or lower fees than others with the same assets under manage-
ment. When a new account is householded with an existing client’s account(s), it will be subject to
the existing account(s)’ fee arrangement, which may be different than that presented at the begin-
ning of this Item 5.
Certain clients engage third-party professionals to provide additional tax, legal, estate planning,
and similar services in connection with their Bailard managed accounts. For clients who meet min-
imum account size and other criteria established by Bailard at its discretion, Bailard may agree to
rebate or reduce its fees (or to provide reimbursement) to offset or provide an allowance for all or a
portion of the fees charged by such third parties for such additional professional services.
OTHER FEES AND EXPENSES
Financial Planning
Financial planning services are generally included in wealth management clients' advisory fees.
However, we occasionally provide financial planning services at a flat fee, typically $3,500-$15,000
per engagement. This fee may be forgiven if the financial planning client becomes a full investment
advisory client.

Financial Advisory Fee
In addition to our normal services, we have a few client(s) who require specialized investment anal-
ysis or projects and/or ongoing financial planning needs. In these instances, we charge a retainer,
typically ranging from $2,000 to $50,000 annually, depending on complexity. These client(s) may or
may not be Bailard's investment advisory clients.
               B.        Asset Management Fees

SEPARATELY MANAGED ACCOUNT FEES
Standard annual fee schedules for new asset management separate accounts are as follows:
         Strategy Name                  Fee Schedule
         Broad Impact                   0.50% annual management fee
         Infrastructure                 1.00% annual management fee
         International                  0.75% of the first $25 million
                                        0.65% of the next $25 million
                                        0.50% of the next $50 million
                                        0.40% on amounts above $100 million
         International ex-Energy        0.75% of the first $25 million
                                        0.65% of the next $25 million
                                        0.50% of the next $50 million
                                        0.40% on amounts above $100 million
         Micro Cap Value                1.00% annual management fee
         Quality Growth                 1.00% of the first $1 million
                                        0.75% of the next $4 million
...

ITEM 7 – TYPES OF CLIENTS
                A.     Wealth Management Clients
Wealth management services are provided to a broad range of client types, including high-net-
worth individuals and families, endowments, foundations, charitable organizations, and pension
and profit-sharing plans and trusts. Advice to these types of clients is provided through an invest-
ment management agreement between Bailard and the clients.
The minimum recommended account size for the wealth management service is $2 million, which
is negotiable. There is no minimum account size for smaller accounts associated with existing
wealth management clients.
To be eligible to invest in Bailard’s pooled vehicles, prospective investors must be “accredited in-
vestors” as defined in Regulation D under the Securities Act of 1933, and, for certain of the Bailard
pooled vehicles, “qualified clients” or “qualified purchasers” as defined in the Investment Company
Act of 1940.
                B.     Asset Management Clients
We provide asset management services to individuals, high-net-worth individuals, endowments,
foundations, pension plans, pooled vehicles, registered mutual funds, and a sovereign wealth fund.
Separate account minimums for initial investment are as follows:
 Account Minimum               Name of Strategy
 $1 Million                    Active Fixed Income
                               Laddered Bond
 $5 Million                    Broad Impact
                               Infrastructure
                               Quality Growth
                               Small Cap Value
                               Smart SRI ADR
                               Smart SRI US All Cap
                               Technology
 $20 Million                   International
                               International ex-Energy
 $25 Million                   Micro Cap Value
 $100 Million                  Real Estate
In some circumstances, investment minimums are waived.
We also provide non-discretionary investment recommendations through a model portfolio to an
overlay manager as part of our participation in a third-party UMA program. We do not impose any
asset minimums on the overlay manager.

C.     Pooled Vehicles
Account minimums for Bailard’s pooled vehicles are set by each pooled vehicle. To be eligible to in-
vest in Bailard’s pooled vehicles, prospective investors must be “accredited investors” as defined in

Regulation D under the Securities Act of 1933, and for certain of the Bailard pooled vehicles, “quali-
fied clients” or “qualified purchasers” as defined in the Investment Company Act of 1940.