Cannell & Spears LLC

Item 5: Fees and Compensation
Managed Accounts
C&S is generally paid an annual fee based on a percentage of the assets under management in a
client managed account. This percentage is set forth in the investment management agreement
between the client and C&S. Because both Cannell & Co. and Spears Abacus Advisors LLC
conducted business for many years prior to the combination, there is no single fee schedule for
managed accounts.

C&S charges fees either quarterly in advance or quarterly in arrears, as agreed upon with the
client. In general, C&S deducts its investment management fees directly from client accounts. A
client may choose to be billed for fees rather than to have fees directly deducted. When C&S

2|Page

Form ADV Part 2A: Cannell & Spears LLC

reviews asset allocation for a client for whom it does not provide portfolio management, it is
typically paid a fixed fee.

Fees may be negotiated based on the size of a managed account and the type of investments
involved. A variance in fees may be appropriate in cases in which a client requests a special
account structure or has atypical objectives. C&S has the flexibility to change, reduce, or waive
its fees in its sole discretion and to increase or decrease the minimum account size.

C&S computes its fees based on the market value of the assets in a managed account or, in the
absence of a readily ascertainable market value, based on its good-faith determination of the fair
value of the account assets. In certain circumstances, C&S will hold cash in managed accounts
for strategic and other purposes.

Investment management agreements for managed accounts generally permit either the client or
C&S to terminate the advisory relationship at any time. Termination generally becomes effective
ten days later, although no new securities transactions are generally initiated after a termination.
If a relationship terminates, C&S refunds any unearned fee based on the number of calendar days
remaining in the quarter.

Third-Party Managers
In certain circumstances, C&S may recommend that a portion of a client’s assets be managed by
an unaffiliated third-party investment manager through a separately managed account
arrangement. The client enters into a separate written agreement directly with the third-party
manager.

The third-party manager charges its own advisory fee pursuant to its independent fee schedule.
C&S does not determine, negotiate, or control the third-party manager’s fee. The third-party
manager generally deducts its fee directly from the client’s custodial account.

The third-party manager’s fee is separate from, and in addition to, the advisory fee charged by
C&S. Clients who utilize third-party managers will pay total advisory fees that exceed the advisory
fee payable to C&S alone.

C&S does not receive any portion of the advisory fee paid to the third-party manager.

Because C&S charges its advisory fee on total assets under management, including assets
allocated to third-party managers, C&S has a financial incentive to recommend or maintain such
allocations. C&S addresses this conflict through fiduciary oversight and ongoing monitoring of
the third-party manager.

The BeeHive ETF
In addition to managed accounts, C&S is the sub-adviser to an ETF called The BeeHive ETF, listed
on the Nasdaq Stock Market as BEEX. The sub-advisory fee paid to C&S by The BeeHive ETF is
0.04 percent per annum of the average daily net assets of the fund. If not waived in whole or in

3|Page

Form ADV Part 2A: Cannell & Spears LLC

part, the fee is accrued daily and assessed based on average net assets on the last date of the
previous month. The fee is paid monthly in arrears based on average net assets for the prior
month. A C&S client who owns shares of The BeeHive ETF is not charged an asset-based fee on
the value of the shares, since a sub-advisory fee is already being assessed on the shares.

A C&S client who owns shares of The BeeHive ETF is not charged an additional advisory fee on
those ETF assets. However, in some cases, the ETF’s total expense ratio may exceed the advisory
fee otherwise agreed upon in the client’s Investment Management Agreement. C&S does not
offset or reduce the client’s advisory fee to account for this difference, which may result in a
higher total cost to the client for assets invested in the ETF.

Pursuant to the Investment Advisory Agreement (the “ETF Agreement”) entered into by C&S and
Tidal Investments LLC (“Tidal”) the Adviser to The BeeHive ETF, during months when the unitary
management fee generated by the fund is insufficient to cover the entire sub-advisory fee, C&S
sub-advisory fees are automatically waived. Additionally, any waived fees are not, subject to
recoupment in the future. Furthermore, if the unitary management fee is less than the fund's
operating expenses and the adviser-retained amount, the sub-adviser is obligated to reimburse
the adviser for a portion of the shortfall.

C&S participates in a revenue-sharing arrangement with the adviser, whereby it receives a
portion of the profits generated from the adviser's unitary management fee after fund expenses
are paid. This arrangement aligns the subadviser's incentives with the growth and performance
of the fund but may create a potential conflict of interest, as the subadviser could benefit from
actions that prioritize profitability.

Investment in Securities with Limited Liquidity
With the consent of a client and when deemed appropriate, C&S will from time to time allocate
a portion of the assets in their managed account to securities with limited liquidity. These may
include securities that are not readily marketable or are issued by issuers that are not publicly
traded, while bearing in mind the suitability of these securities for the client. These securities
may be acquired directly or through unregistered pooled investment vehicles. Limited
Partnerships, or similar structures. Restricted or illiquid securities are generally difficult or
...

Item 7: Types of Clients
Description
C&S furnishes investment management services to individuals, charitable and non-profit
organizations (such as endowments and foundations), tax-exempt funds (such as pension, profit-
sharing plans, and cash balance plans), trusts, estates, corporations, partnerships, a registered
investment company, unregistered pooled investment vehicles, and other business entities.
Many C&S clients are persons and entities controlled or influenced by supervised persons of C&S
or members of their families.

Minimum Account Size
The Minimum Investment required to establish a new advisory relationship with C&S is $2
million. This is negotiable at our discretion.

Know Your Client
It is C&S's policy to understand the identities of clients and prospective clients and the business
reasons for any transactions in which the firm engages on behalf of its clients. C&S conducts due
diligence to verify the identity and source of funds for any person or entity with whom it does
business. Where applicable, this verification is conducted either by the account custodian or
directly by C&S.