Item 5 – Fees and Compensation
Compensation is generally comprised of fees based on a percentage of assets under management,
and/or performance-based fees. Advisory fees are stated in the client’s investment advisory
agreement or Investment Management Agreement (“Agreement”) and in the organizational and
offering documents of the Private Funds. Brockenbrough generally charges fees quarterly in
advance based on the account value at the end of the prior quarter as reported by Brockenbrough
with no offset for any margin or debit balances. Any amendments to client fee arrangements will
be stated in a fee disclosure addendum to the investment management agreement and approved by
the client. Most clients authorize Brockenbrough to deduct fees from their custody accounts, but
clients may request that Brockenbrough send quarterly invoices to be paid directly.
Third-party pricing vendors provide market values for exchange-traded securities. Certain
investment valuations may be based on estimated values and may be subject to subsequent
adjustment. Valuations for those private funds investing primarily in non-public, private securities,
for reporting and billing purposes, will generally be on a one-quarter lag. The stated fee rates are:
Private Wealth and Institutional Management
0.90% on first $3 million
0.75% on next $7 million
0.50% on next $15 million
0.40% on next $25 million
0.30% on next $25 million
0.20% thereafter
Outsourced Chief Investment Officer Services
0.50% on first $50 million
0.40% on next $50 million
0.30% on next $50 million
0.25% thereafter
For each service offering above, the total fee charged is based on the scope and complexity of our
engagement with each client. Under certain circumstances, and at Brockenbrough’s sole
discretion, fees are negotiated at rates that are both above and below stated fee schedules.
On occasion, Brockenbrough may charge a fixed rate for negotiated reporting requirements or
other services or establish minimum fees. Brockenbrough charges pre-arranged fees for non-
investment services that are determined based on the scope and time requirements specific to each
client.
The Agreement may be terminated by either the client or Brockenbrough with no less than thirty
(30) days’ written notice of termination to the other. Upon termination, any fees owed to
Brockenbrough shall be paid by the client on a prorated basis as of the effective date of
termination, and any fees paid by the client which have not been earned shall be refunded to the
client on a prorated basis as of the effective date of termination. There are no termination charges
levied by Brockenbrough; however, there may be termination or transfer charges incurred by the
client by its custodian.
The fees paid to Brockenbrough are only representative of investment advisory fees and do not
include fees associated with the custody and trading of the portfolio. Brockenbrough is an
independent investment advisory firm and is not affiliated with any brokerage or trading
organizations. As such, Brockenbrough does not have the charter or capabilities to custody or
execute the trades of portfolio securities and derive no fee income from either of these functions.
In the event a client elects to terminate their relationship with Brockenbrough, any assets invested
in Brockenbrough’s Private Funds can be redeemed in accordance with the Private Funds’ offering
documents should the client request to do so. Management fees will continue to be assessed for
those investments until redemptions (where able) have been completed.
Our stated fee schedule represents compensation for Brockenbrough’s role in providing services
which include, but are not limited to, asset allocation, manager selection, security selection,
performance monitoring, and consolidated reporting. The fees apply to all assets under
management and are in addition to management fees charged by third party investment managers
to whom Brockenbrough may direct the client’s assets. In addition to investment advisory fees,
Brockenbrough’s Private Funds, as well as many third-party managers, may charge incentive fees
when certain performance criteria are met. Brockenbrough receives no compensation or referral
fees from any third-party investment manager.
There is no redundancy of fees in instances in which affiliated funds are utilized in a client’s
portfolio.
Jamestown Equity Fund: Brockenbrough has been engaged by the Board of Trustees of the
Williamsburg Investment Trust (“WIT Fund”) as the investment advisor for the Jamestown Equity
Fund. Under the investment advisor agreement, Brockenbrough is entitled to compensation based
on the WIT Fund’s daily average net assets of the Jamestown Equity Fund at the rate of 0.65%.
Brockenbrough may waive a portion of the management fee in an effort to reduce overall fund
expenses. Certain advisory clients of Brockenbrough may utilize the Jamestown Equity Fund as a
part of their overall investment strategy. Prior to investing any client assets in the Jamestown
Equity Fund, Brockenbrough considers the client’s objectives. Brockenbrough’s primary
responsibility is the best interest of the client. There is no redundancy of fees in instances in which
affiliated funds are utilized in a client’s portfolio.
Bespoke Capital Strategies, LP: Bespoke Capital Strategies, LP is a Delaware series limited
partnership with seven (7) distinct series in which a limited partner can invest. Six of the seven
series are components in a mini-master feeder structure, wherein the tax-exempt series serves as a
feeder fund to the master taxable series. These are open-end structures that can accept capital
monthly.
Brockenbrough has been appointed to act as the exclusive, overall investment advisor to provide
discretionary investment advisory services for all seven (7) series within Bespoke Capital
Strategies, LP: Taxable Global Equity, Tax-Exempt Global Equity, Taxable Hedged Equity, Tax-
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