Item 5 - Fees & Compensation
Cognios receives compensation for providing advisory services depending on the manner in which they are
provided.
Separately Managed Accounts (SMAs)
Large Cap Value Strategies
First $25mm 70bps
Next $25mm 60bps
Balance 50bps
Core Balanced Asset Allocation Strategy 50bps
Multi-Strat Alternative Income Strategy 150bps
Large Cap Growth & All Cap Growth Strategies
First $25mm 85bps
Next $25mm 75bps
Balance 65bps
Core Equity Strategy
First $25mm 60bps
Next $25mm 55bps
Balance 50bps
Fees for SMAs are negotiable for all discretionary account strategies. Cognios, in its sole discretion, may
negotiate a lesser management fee or minimum account size due to a variety of factors such as anticipated future
earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts,
account composition, pre-existing relationship with client, account retention, pro bono activities, etc. The advisory
fees charged and the manner and frequency they will be calculated will be disclosed in the Investment
Management Agreement signed by the Client and Cognios. Clients authorize Cognios to debit advisory fees
directly from their accounts.
Separately managed accounts may incur certain charges imposed by custodians and other third parties which
may include charges imposed directly by a mutual fund or exchange traded fund in the account, which shall be
disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales
charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on
brokerage accounts and securities transactions. Additionally, clients may incur brokerage commissions and
transaction costs. Such charges, fees and commissions are exclusive of and in addition to the Cognios advisory
fee.
See “Brokerage Practices” below for additional information.
Non-Discretionary Accounts
We generally charge a fee of 0.1% to monitor non-discretionary SMAs and provide recommendations. In certain
circumstances, this fee is negotiable. Cognios does not assess this fee against cash or cash equivalents in non-
discretionary accounts.
Mutual Funds
Cognios may recommend or allocate the Mutual Funds to certain advisory clients or within certain investment
models. In these instances, we waive the client’s account management fee for the portion of assets invested in
the Mutual Funds. The client pays the fees, expenses and charges associated with the Mutual Funds, custodian
or other third parties. Please refer to the prospectus and statement of additional information (“SAI”) for information
about the fees and expenses associated with the Mutual Funds. These documents are available at
www.cognios.com.
Private Fund
In return for our service as Investment Manager to the Private Fund, we receive a management fee based on
each limited partner’s share of the Private Fund’s net asset value. The management fee is payable quarterly in
advance, calculated as of the last day of the prior calendar quarter. Additionally, the Private Funds General
Partner, which is which is 100% owned by Cognios, may earn an annual performance allocation based on the
Private Fund attaining certain performance metrics. All Private Fund fees and expenses are established by the
Private Fund’s governing documents (the “Fund Agreements”) and are described in the Private Fund’s offering
memorandum (“Memorandum”).
Limited partners in the Private Fund, like investors in other private investment funds, may be limited in their ability
to terminate their participation in the pooled investment vehicle. Those limits are set out in the Memorandum,
which should be read carefully. Lower fees for comparable services may be available from other sources.
Data Distribution Agreement
Cognios provides non-discretionary investment management recommendations in the form of an investment
model to a third-party investment adviser, who may replicate some or all of the recommendations contained in the
investment model.
Cognios’ fee for these recommendations will vary depending on how the investment recommendations are
implemented and how assets are introduced to the third-party adviser, but will generally range from 1.25% to 2%.
Rollover Recommendation
There is a conflict of interest when a Cognios representative makes a recommendation that a participant roll over
assets from a retirement account into a new or existing account or investment (e.g. rollover IRA) managed by
Cognios. The conflict of interest exists because Cognios will receive compensation (e.g., management fees) if
the money is rolled over, but it will not if the recommendation is not accepted. In some cases, Cognios could have
recommended that the participant leave his or her money in the plan and, in that case, the firm and its
representative would not be compensated for their advice. Cognios will manage this conflict through a process
designed to develop an informed recommendation in the best interest of the client.