Item 5: Fees and Compensation
Foundry Partners is generally compensated for its investment advisory services based on a
percentage of assets under management. Foundry Partners may negotiate fees for its investment
advisory services with clients based upon the nature and value of services rendered.
Separate Account Fee Schedule
Foundry Partners’ standard investment advisory fees on separate accounts are payable and
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collected in arrears based on the market value of assets under management at quarter end. Fees
are generally prorated when significant withdrawals and/or contributions from total assets under
management (generally exceeding $100,000) occur during the fee period. Foundry Partners
invoices clients on a quarterly basis. The client is responsible for issuing payment. Foundry
Partners does not deduct fees from client accounts. Clients may terminate their investment
advisory agreements at any time. Upon the receipt of a client’s termination notification in
writing, Foundry Partners will bill the client based upon the pro-rated fees for the relevant period
based upon the termination date. Foundry Partners imposes a minimum annual fee, which also
may be waived or reduced as negotiated.
In addition to Foundry Partners’ investment management fees, clients will bear trading costs and
custodial fees, which may include electronic fund and wire transfer fees and exchange fees,
regulatory transaction fees, and other fees required by law, that are paid to the respective brokers
and custodians. To the extent that clients’ accounts are invested in mutual funds, these funds
pay a separate layer of management, trading, and administrative expenses.
Foundry Partners’ basic fee schedule, minimum fee, and minimum account size by investment
strategy is provided below.
Investment Strategy Fee Description Minimum Minimum
Fee Account Size
Large Cap Value 0.70% on the first $25 million of AUM $20,000 $3,000,000
0.50% on the next $25 million of AUM
0.40% thereafter
All Cap Value 0.80% on the first $25 million of AUM $20,000 $3,000,000
0.70% on the next $25 million of AUM
0.60% thereafter
Micro Cap Value Plus 1.00% on the first $25 million of AUM $20,000 $3,000,000
0.70% on the next $25 million of AUM
0.60% thereafter
Micro Cap Value 1.00% on all AUM $20,000 $3,000,000
Small Cap Value 1.00% on the first $50 million of AUM $20,000 $3,000,000
0.95% on the next $25 million of AUM
0.90% thereafter
All Cap Core 0.80% on the first $25 million of AUM $20,000 $3,000,000
0.70% on the next $25 million of AUM
0.60% thereafter
Mid Cap Growth 0.80% on the first $25 million of AUM $20,000 $3,000,000
0.70% on the next $25 million of AUM
0.60% thereafter
SMID Core 1.00% on the first $25 million of AUM $20,000 $3,000,000
0.95% on the next $25 million of AUM
0.90% thereafter
If a client requests trades to be directed to a specific broker-dealer, the client may incur higher
costs than they would otherwise pay under Foundry Partners’ standard fee schedule d u e t o
Foundry Partners’ inability to negotiate separate arrangements for trade execution and other
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unbundled investment management services. In some cases, in order to achieve best execution,
Foundry Partners will trade with a broker-dealer that is not the directed broker of the client’s.
In such case, the client may be responsible for any additional transaction costs incurred.
Unified Managed Account Program Fee Schedules
Foundry Partners participates in several model-based or UMA programs with various financial
services firms. Foundry Partners provides program Sponsors with periodic model
recommendations. Foundry Partners does not act in a discretionary capacity for assets in UMA
programs.
Foundry Partners receives advisory fees from Sponsors of the UMA programs between 0.28% and
0.40% for its advisory of such programs.
Investment Company Fee Schedules
Foundry Partners advises or sub-advises open-end investment companies (each, a “Mutual Fund”,
or, collectively, the “Mutual Funds”) and the Mutual Funds compensate Foundry Partners for the
provision of services in accordance with investment advisory agreements or investment sub-
advisory agreements, as applicable, approved by the Board of Trustees of each Mutual Fund.
Advisory fees are calculated separately for each Mutual Fund at a specified annual percentage of
the Mutual Fund’s average daily net assets, and are payable monthly. Foundry Partners may affect
fee waivers or assumption of expenses by entering into voluntary or contractual agreements.
Voluntary fee waivers or commitments to reimburse expenses may be rescinded at any time
without further notice to investors. Each waiver or reimbursement of an expense by Foundry
Partners is subject to repayment by certain of the Mutual Funds within the three fiscal years
following the fiscal year in which the particular expense was incurred, provided that the Mutual
Fund is able to make the repayment without exceeding contractual agreements.
Please refer to the Prospectus or Statement of Additional Information (“SAI”) of the Mutual Funds
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