Item 5. Fees & Compensation
Commission (“SEC”) and Financial Industry Regulatory
Authority (“FINRA”) rules and regulations, including Rule
Separately Managed Accounts, and Other 205-3 under the Investment Advisers Act of 1940 (“Advisers
Act”).
Our annual advisory fees for separately managed accounts
generally range up to 1.00% of assets under management Item 6. Performance-Based Fees & Side-By-Side
in the client account Fees are negotiable based upon the Management
size of the account, relationship and/or the nature and level
of services we provide. The fees are based upon the We generally charge all accounts we manage an asset-
aggregate fair value of the client’s portfolio as defined in our based fee. Currently, we have a separately managed
agreement with the client (“Client Agreement”). Currently, account that is charged a management fee and a
we have a non-discretionary separately managed account performance-based fee. Conflicts of interest arise from our
that is also charged a performance-based fee. side-by-side management of performance fee-based
accounts and non-performance fee-based accounts, as well
The specific manner in which we charge fees is established as accounts with differing levels of asset-based fees, at the
in the Client Agreement. We generally are compensated on same time because we have a financial incentive to favor
a quarterly basis in arrears, although in certain cases we higher fee-paying accounts over other accounts in the
are paid monthly in arrears. Clients may elect to be invoiced allocation of investment opportunities. However, it is our
directly for fees or authorize us to directly withdraw fees policy to allocate trades in a fair and equitable manner so
from their custodial account. We charge a prorated fee to that accounts are not preferred or disadvantaged over time.
accounts initiated or terminated during the applicable
period. Typically, management fees are prorated for We manage client accounts in the same or similar strategies
separately managed account contributions and withdrawals and certain employees are dual employees of Ecofin and an
made during the applicable period (with the exception of de affiliated adviser with the same or similar strategies. This
minimis contributions and withdrawals). Except as gives rise to potential conflicts of interest if the accounts
otherwise provided in a Client Agreement, upon termination have, among other things, different objectives, benchmarks
of any account, any earned, unpaid fees will be due and or fees. For example, potential conflicts arise in the
payable, and any pre-paid unearned fees will be refunded following areas:
to the client in a timely manner.
The portfolio manager must allocate time and Investment advisers, including Ecofin, must rely in
investment ideas across multiple accounts and part on digital and network technologies (collectively,
multiple advisory firms; “cyber networks”) to conduct their businesses. Such
cyber networks might in some circumstances be at
risk of cyberattacks that could potentially seek
Clients’ orders do not get fully executed;
unauthorized access to digital systems for purposes
such as misappropriating sensitive information,
Trades may be executed for some accounts that
corrupting data, or causing operational disruption.
may adversely impact the value of securities held Cyberattacks might potentially be carried out by
by other accounts; persons using techniques that could range from
efforts to electronically circumvent network security or
There may be cases where certain accounts overwhelm websites to intelligence gathering and
receive an allocation of an investment opportunity social engineering functions aimed at obtaining
when other accounts may not; and/or information necessary to gain access. Nevertheless,
cyber incidents could potentially occur, and might in
Differences in trading venues, brokers and some circumstances result in unauthorized access to
securities selected for a particular account may sensitive information about Ecofin or its clients.
cause differences in the performance of different Global markets are interconnected, and events like
accounts that have the same or similar strategies. hurricanes, floods, earthquakes, forest fires and
similar natural disturbances, war, terrorism or threats
We have adopted order aggregation and trade allocation of terrorism, civil disorder, public health crises such
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