Item 5 - Fees and Compensation
General Fee Information
Fees paid to IAP are exclusive of all custodial and transaction costs paid to the client’s
custodian, brokers, or other third-party consultants. Please see Item 12 - Brokerage
Practices for additional information regarding transaction costs. Fees paid to IAP are also
separate and distinct from the fees and expenses charged by mutual funds, ETFs (exchange
traded funds), Nonaffiliated Funds, BDCs, DSTs, unaffiliated alternative investments or other
investment pools (generally including a management fee and other fees and fund expenses,
as described in each investment’s prospectus or offering materials). Clients should review
all fees charged by funds, other investments, brokers, IAP and others to fully understand the
total amount of fees being paid for investment and financial-related services.
Portfolio Management Fees
New clients are charged an annual fee schedule, based on a percentage of assets under
management, as follows:
First $2,500,000 1.00%
Next $2,500,000 0.75%
Next $5,000,000 0.65%
Balance over $10,000,000 0.50%
Clients of IAP retained prior to August 2024 may pay investment advisory fees based on
different asset breakpoints which may result in a lower overall standard fee schedule. IAP
charges a minimum annual fee of $3,000. IAP, at its discretion, makes exceptions to the
foregoing or negotiates special fee arrangements, including but not limited to a flat fee
schedule, where IAP deems it appropriate under the circumstances.
Portfolio management fees are generally payable quarterly, in advance based on the value of
the portfolio on the last day of the prior period. Fees are adjusted for additional deposits to
and withdrawals from the portfolio during the billing period on the invoice for the
subsequent period. If management begins after the start of a quarter, fees will be prorated
accordingly. With client authorization and unless other arrangements are made, fees are
normally debited directly from client account(s). If the client does not have a custodial
account, the client is invoiced directly for the fees. Invoices are payable promptly upon
receipt.
Either IAP or the client may terminate the investment advisory agreement at any time,
subject to any written notice requirements in the agreement. In the event of termination,
any paid but unearned fees will be promptly refunded to the client based on the number of
days that the account was managed, and any fees due to IAP from the client will be invoiced
or deducted from the client’s account prior to termination.
Fees Applicable to Investments in the Affiliated Funds
As described in Item 4 – Advisory Business. IAP recommends that clients invest in one or
more of the Affiliated Funds, as appropriate based upon client’s risk tolerance,
sophistication, and financial qualifications. IAP receives investment management fees from
the Affiliated Funds and is affiliated with entities that are compensated for serving as general
partner or manager of the Affiliated Funds. Clients should refer to the applicable fund’s
private offering memorandum, limited liability agreement, subscription agreement, and
other offering materials (the “offering documents”) for detailed disclosures of the fees,
expenses, and conflicts of interest associated with the Affiliated Funds. IDIF and IDIF II
remain open but are no longer being offered to new investors.
Indie Diversified Income Fund, LLC (IDIF)
Investors in IDIF generally pay a performance allocation fee of 5% of gains in excess of 8%
to IAP for its services as investment manager as more fully described in the fund’s offering
documents. IAP pays an asset based fee and 50% of the performance fee received from IDIF
to Vantage Consulting for consulting services provided to IAP to assist with management of
this fund during the periods when Vantage Consulting provides consulting services. Please
see Item 10 – Other Financial Industry Activities and Affiliations for more information
regarding the relationship with Vantage Consulting. Please see Item 6 - Performance-Based
Fees and Side-By-Side Management below for further information about performance fees.
In addition, IAP’s affiliate, IDP, receives an annual asset-based percentage fee of 0.25% for
its service as the manager of IDIF.
As an affiliate of the manager and as the investment manager to IDIF, IAP has a financial
interest in IDIF. In addition to the foregoing fees, the value of a client’s investment in IDIF
will also be included for purposes of calculating IAP’s portfolio management fee for
providing the client investment advisory services, which are separate and apart from
services provided by IAP and its affiliate on behalf of IDIF.
Additionally, IDIF invests in a series of VMS, an Affiliated Fund to which Vantage Analytics,
an affiliate of IAP, is the general partner. IAP has a conflict of interest when recommending
VMS to IDIF because IDIF’s investment in VMS increases the income from fees to Vantage
Analytics, and IAP receives investment management fees separate and apart from the fees
collected by Vantage Analytics for assets of IDIF invested in VMS. IAP has a fiduciary duty to
exercise good faith and act solely in the best interest of clients and maintains policies and
procedures, including a Code of Ethics which requires the interests of clients be placed ahead
of other interests to address these conflicts of interest.
Indie Diversified Income Fund II, LLC (IDIF II)
Investors in IDIF II generally pay a management fee with an annual rate of 0.75% to 1.00%
to IDP for its services as manager and an annual performance allocation fee of 10% of gains
in excess of 8% to IAP for its services as investment manager as more fully described in the
fund’s offering documents. Please see Item 6 - Performance-Based Fees and Side-By-Side
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