Item 5: Fees and Compensation
A. Fee Schedule
Portfolio Management Fees
ISQ charges a fee as compensation for managing your account. This advisory fee is
calculated using the value of the assets in the Account on the last business day of the
prior billing period and is subject to the following maximums:
Total Assets Under Management Maximum Annual Fee
All Assets Up to 2.50%
Advisory and consulting fees are generally negotiable, and the applicable fee schedule
will be set forth in the client’s Investment Advisory Agreement or Financial Planning
and Consulting Agreement. Client may terminate this Agreement without penalty by
providing written notice to Adviser within five (5) business days of executing this
Agreement. Upon such termination, all asset-based advisory fees paid in advance shall
be refunded in full. Financial Planning and Consulting fees, including hourly fees, shall
remain payable to the extent services have been performed or hours have been
incurred prior to termination. Adviser may retain or invoice for such earned fees based
on the applicable fee arrangement. This five-day cancellation right shall not apply to
services already completed, work in progress, or hours incurred under the Financial
Planning and Consulting section prior to termination. Thereafter, either agreement may
be terminated at any time upon written notice.
At our discretion, we may add (aggregate) asset amounts in accounts from your same
household together to determine the advisory fee for all your accounts. We may do
this, for example, where we also service accounts on behalf of your minor children,
individual and joint accounts for a spouse, and/or other types of related accounts. This
consolidation practice is designed to allow you to benefit from an increased asset total,
which could potentially cause your account(s) to be assessed with a reduced advisory
fee.
Private Fund Management Services
The compensation ISQ Capital LLC (“ISQ”) receives for managing Private Funds typically
consists of an asset-based management fee and, in certain cases, a performance-based
allocation or fee, as permitted under applicable law. The Private Funds are proprietary
investment products of ISQ, and certain principals and executive management
personnel of ISQ have ownership interests in such Private Funds. Fee structures,
expense allocations, liquidity terms, and withdrawal rights are described in the
applicable offering and governing documents of each Private Fund. Certain investors
may be subject to different fee arrangements or terms, including fee reductions or
waivers.
ISQ’s management and sponsorship of Private Funds may give rise to conflicts of
interest, including those related to proprietary product sponsorship, ownership
interests of ISQ principals and management personnel, performance-based
compensation, allocation of investment opportunities, side-by-side management of
Private Funds and other client accounts, and differing fee structures among clients.
These conflicts are disclosed and managed in accordance with ISQ’s fiduciary
obligations and compliance policies, and additional information regarding such
conflicts is provided elsewhere in this Brochure and in the applicable Private Fund
offering documents.
Retirement Plan Participant Advisory Services (ERISA Accounts)
Participants who elect to engage the Adviser for these services pay an advisory fee,
which is disclosed prior to engagement. The maximum advisory fee for this service is
1.00% annually, calculated based on the assets within the participant’s retirement
account that are subject to advisory services. The actual fee charged may be less than
the maximum and may vary depending on the IAR providing the service.
Advisory fees are paid by the participant and are separate from and in addition to fees
and expenses imposed by the retirement plan itself, including but not limited to plan
administrative fees, recordkeeping fees, custodial fees, and the internal expenses of
the plan’s investment options.
The receipt of advisory fees from participants creates a conflict of interest, as the
Adviser and its IARs benefit financially when a participant elects to engage advisory
services. In addition, IARs who offer this service may have an incentive to recommend
advisory services rather than a participant managing their account independently.
The Adviser seeks to mitigate these conflicts by acting in accordance with its fiduciary
obligations under ERISA, providing full and fair disclosure of fees, services, and
limitations, and emphasizing that participants retain full discretion over all investment
decisions and are not required to engage the Adviser.
The Adviser does not receive compensation from plan sponsors, recordkeepers, or
investment product providers in connection with this service, unless otherwise
disclosed.
Third-Party Adviser Fees
We receive our standard fee on top of fees paid to third-party advisers. The third-party
advisers we currently have the discretion to choose from are: AssetMark, SEI, Haverford
Trust, The Pacific Financial Group Inc., and Absolute Capital Management LLC. If
applicable, this relationship is memorialized in a contract between ISQ, and each third-
party adviser and the combined fees will not exceed any limit imposed by any
regulatory agency. We negotiate our fee with each third-party adviser and the third-
party adviser will disclose to you all fees that they have paid to ISQ, as well as the
terms of the compensation arrangement.
Under SDBA programs, ISQ will refer SDBA business to either The Pacific Financial
Group Inc. (“TPFG”) and/or Absolute Capital Management, LLC (“Absolute Capital”). ISQ
has adopted a max referral fee of 0.75% on all SDBA programs. This does not reduce
ISQ’s Max advisory fee on all other previously stated categories other than utilizing
third-party advisers for the purpose of SDBA programs. This max referral fee is to
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