Clockwise Capital LLC

Item 5 – Fees and Compensation
Asset Management Fee
Fees are paid quarterly in advance and will generally not exceed 1.5%. Fees are negotiable based on the scope
and complexity of the services to be provided, the level of assets to be managed, and the time and expertise
required, as well as the overall relationship. Engagements with multiple objectives, specific reporting
requirements, portfolio restrictions and other complexities are likely to have a higher fee than less complicated

 Disclosure Brochure

accounts. Clients will receive statements and trade confirmations from the custodian that provide details of
account holds, transactions and fee charged.
   •     The fee in the first period of service is pro-rated from the inception date of the account[s] to the end of the
         first billing cycle.
   •     If the agreement is terminated before the end of the billing period, client is entitled to a pro-rated refund
         of any pre-paid quarterly advisory fee based on the number of days remaining in the quarter after the
         termination date.

   •     Asset management fees are exclusive of and in addition to, brokerage fees, transaction fees, and other
         related costs and expenses.
Performance Fees
Qualified Clients will pay an annual fee of 1.5% of assets under management along with a 20% performance fee
based on capital appreciation. If the portfolio rises in value, then the client will pay 20% on that increase in value,
but if the portfolio drops in value, then the client will not incur a new performance fee until the portfolio reaches
the last highest value, adjusted for withdrawals and deposits, which is generally known as a “high water mark.”
The performance fee is also contingent upon returns for Clockwise Ventures I L.P. private fund exceeding a
certain threshold; this is known as a hurdle rate. Specifically, performance fees are only assessed on returns
(capital appreciation, including dividends and interest, but net of Clockwise Capital’s advisory fee) greater than
20% per year. Custodial fees, transaction fees, and certain other third-party fees are assessed to the client and are
not a reduction of returns for the purposes of the hurdle rate. The hurdle is otherwise pre-tax.
A “Qualified Client” is:
   (1)      a natural person or company who at the time of entering into such agreement has at least $1,100,000
            under the management of the investment adviser;
   (2)      a natural person or company who the adviser reasonably believes at the time of entering into the
            contract: (A) has a net worth of jointly with his or her spouse of more than $2,200,000 excluding the
            value of the client’s primary residence; or (B) is a qualified purchaser as defined in the Investment
            Company Act of 1940, §2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)); or,
   (3)      a natural person who at the time of entering into the contract is: (A) An executive officer, director,
            trustee, general partner, or person serving in similar capacity of the investment adviser; or (B) An
            employee of the investment adviser (other than an employee performing solely clerical, secretarial,
            or administrative functions with regard to the investment adviser), who, in connection with his or her
            regular functions or duties, participates in the investment activities of such investment adviser,
            provided that such employee has been performing such functions and duties for or on behalf of the
            investment adviser, or substantially similar function or duties for or on behalf of another company
            for at least 12 months.
Revenue Sharing
Clockwise Capital has entered into revenue sharing arrangements with certain unaffiliated exchange traded funds
(“ETFs”). Under these arrangements, Clockwise Capital receives compensation from the ETF provider when an

 Disclosure Brochure

ETF subject to such an arrangement is included in a Clockwise Capital model portfolio. Because Clockwise
Capital receives compensation in connection with recommending or allocating client assets into these ETFs, the
firm has a financial incentive to favor these ETFs over other investment options that do not provide such
compensation. This creates a conflict of interest, as it can influence the firm’s investment recommendations or
allocation decisions. Clockwise Capital seeks to mitigate this conflict by maintaining an investment selection
process that considers a variety of factors, including investment performance, cost, liquidity, and the
appropriateness of the ETF for meeting client objectives. Nonetheless, the receipt of revenue-sharing
compensation provides an economic benefit to the firm that would not exist absent such arrangements. Client
advisory fees and the expenses charged by the ETF itself are not increased as a result of these revenue-sharing
arrangements; the compensation is paid directly by the ETF provider and does not alter the fees or expenses borne
by the client. Clients are encouraged to ask whether their account includes ETFs subject to revenue sharing
arrangements and whether there are comparable investment alternatives not subject to such arrangements.

Valuation
Securities valuation is the process of determining the intrinsic value of a financial asset, such as stocks, bonds, or
other investments, to assess its worth relative to its current market price. The goal of securities valuation is to
help investors make informed decisions about buying, holding, or selling securities.
Clockwise Capital will not have the authority or responsibility to value portfolio securities. Valuation is a function
of the independent custodian.
Mutual Fund Share Class Disclosures
Section 206 of the Investment Advisers Act of 1940 (“Advisers Act”) imposes a fiduciary duty to act in a client’s
best interests and specifically prohibits investment advisers, directly or indirectly, from engaging in any
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Item 7 – Types of Clients
The advisory services offered by Advisor are available for individuals, individual retirement accounts (“IRAs”),
banks and thrift institutions, pension and profit-sharing plans, including plans subject to Employee Retirement
Income Security Act of 1974 (“ERISA”), trusts, estates, charitable organizations, state and municipal government
entities, corporations and other business entities.