Item 5 – Fees and Compensation
Cromwell Marketfield L/S Fund
Marketfield serves as sub-adviser to Cromwell Marketfield L/S Fund. The Fund is
distributed by Foreside Fund Services, LLC. The Fund administrator is U.S. Bank
Global Fund Services.
Shares of Cromwell Marketfield L/S Fund are offered by means of a written prospectus.
The management fee of Cromwell Marketfield L/S Fund is 1.40% per annum of net
assets, payable monthly in arrears.
This management fee is accrued daily in the calculation of the net asset value of the
fund. Cromwell Marketfield L/S Fund is responsible for its own operating expenses.
Pursuant to an operating expense limitation agreement, Cromwell Investment Advisors,
LLC, the Fund’s investment adviser (the “Adviser”), has agreed to waive its management
fees and/or reimburse Fund expenses to ensure that Total Annual Fund Operating
Expenses (exclusive of contingent deferred sales loads, taxes, leverage, interest,
brokerage commissions, expenses incurred in connection with any merger or
reorganization, dividends or interest expenses on short positions, acquired fund fees
and expenses, and extraordinary expenses) do not exceed 1.80% and 1.55% of the
Fund’s average daily net assets for Investor Class shares and Institutional Class shares,
respectively, through at least March 14, 2025
The operating expense limitation agreement can be terminated only by, or with the
consent of, the Trust’s Board of Trustees (the “Board of Trustees”). The Adviser may
request recoupment of previously waived fees and paid expenses from the Fund for up
to 36 months from the date such fees and expenses were waived or paid, subject to the
operating expense limitation agreement, if such reimbursement will not cause the
Fund’s expense ratio, after recoupment has been taken into account, to exceed the
lesser of: (1) the expense limitation in place at the time of the waiver and/or expense
payment; or (2) the expense limitation in place at the time of the recoupment.
Notwithstanding the foregoing, to the extent the Sub-Adviser waived fees or paid
expenses for the predecessor Fund, the Board has determined it appropriate and
pursuant to the Agreement and Plan of Reorganization, the Sub-Adviser may recoup
any such fees and expenses for up to 36 months from the date such fees and expenses
were waived or paid on behalf of the predecessor Fund prior to the Reorganization.
Marketfield George Town, SPC
Marketfield provides investment advisory services to Marketfield Fund Offshore SP, a
segregated portfolio of Marketfield George Town SPC, an exempted company organized
under the laws of Cayman Islands. The investment strategies of Cromwell Marketfield
L/S Fund and Marketfield Fund Offshore SP are based on similar macro-economic
views, but the funds are not executed on a pari passu basis. Marketfield is entitled to
receive an advisory fee of .80% per annum of net assets, payable monthly in arrears.
However, if the fund administration expenses exceed .45%, part of the advisory fees
would be waived to maintain an expense ratio of 1.25%. Fees are paid from fund assets
under the supervision of the administrator of the fund, U.S. Bank Global Fund Services
(Cayman) LTD. The prospectus relating to the offering and sale of shares in Marketfield
Fund Offshore SP describes in further detail the fees and compensation that Marketfield
receives.
Marketfield Fund Offshore SP bears its own expenses, including but not limited to the
management fee, a fee payable to the administrator of the fund, investment expenses
and other customary expenses, all as described in more detail in the prospectus. An
offering of shares in the fund may be made only pursuant to the terms in the prospectus
and where permitted by law.
Shares in Marketfield Fund Offshore SP are offered exclusively to investors and
prospective investors that are believed to satisfy applicable eligibility and suitability
requirements. Each offering and sale of shares is exempt from registration under the
Securities ACT of 1933 as an offering only outside of the United States to persons or
entities that are neither citizens nor residents of the United States and within the United
States to a limited number of tax-exempt United States persons and entities.
Managed Accounts
In the future, Marketfield may also provide investment advisory services to a limited
number of managed accounts. In this event, it will generally receive a management fee
based on a percentage of the assets under management. Fees for managed accounts
are negotiated on a case-by-case basis and are generally paid quarterly in arrears.
Brokerage and Other Fees
Broker-dealers typically charge transaction fees on purchases or sales of securities, and
account custodians may charge custodial fees.
These charges are usually small in relation to the value of the account.
The selection of the security is more important than the fees that a broker-dealer
charges to buy or sell the security. Additional information about transaction expenses
is contained in the section of this brochure entitled “Brokerage Practices.”
As part of an overall investment strategy, some assets of the fund may be invested in
exchange-traded funds. Exchange-traded funds incur a separate layer of management
fees and other expenses that are in addition to the management fees and other expenses
charged to Cromwell Marketfield L/S Fund.
Item 6 – Performance and Side-by-Side Management
This item is not applicable.