Item 5 – Fees and Compensation
A. Fee Schedule
The Advisor utilizes the following fee schedule. Fees are not negotiable, but the Advisor may, in its sole
discretion, reduce, waive or calculate differently any fees (discussed below) with respect to any Client
account.
1. Management Fee
The Advisor will charge Clients, including the Fund, an asset-based management fee paid quarterly in
advance (the “Management Fee”). The standard Management Fee assessed is:
• 1.50% per annum of the capital amount up to and including the first $1 million;
• 1.25% per annum of the capital amount from $1 million to $25 million;
• 1.00% per annum of the capital amount from $25 million to $100 million; and
• 0.80% per annum of the capital amount over $100 million.
The Management Fee will be appropriately prorated to reflect any capital contributions or withdrawals
which occur during a quarter. The Management Fee is subject to waiver or reduction with respect to certain
Clients at the discretion of the Advisor. In certain instances, a Client will be charged a minimum fee as
negotiated with the Advisor. For more information regarding the minimum account size, please refer to
Item 7 below.
2. Performance-Based Compensation
The Advisor charges performance-based fees to certain qualified Clients and the Fund on a case-by-case
basis. For more information, please refer to Item 6 below.
B. Payment of Fees
Client funds will typically be deposited in either a brokerage firm or bank custodian account. With respect
to certain Clients, pursuant to the Agreement, the Custodian (discussed in Items 12 and 15) has the authority
to make deductions from a Client account for any fees due to the Advisor under the Agreement.
The Advisor will provide each Client with an invoice, which for certain Clients will be deducted or
withdrawn from the Client’s account(s) and for other Clients will be paid separately. Where the
Management Fee is deducted from the Client’s account, the Custodian will charge the Client’s account(s)
the Management Fees within a reasonable time after the Custodian receives an invoice from the Advisor
for such fees. As discussed above, the Management Fee is deducted on a quarterly basis for those Client
accounts from which deductions are made. More information about the payment of fees is provided in the
Agreement.
C. Third-Party Fees
The Advisor shall be responsible for its own out-of-pocket expenses, including its own administrative,
legal, tax, accounting, and operational expenses. Clients, including the Fund, shall be responsible for any
and all other expenses related to such Clients’ account(s), including investment, custodial, brokerage,
administrative, legal, tax, accounting, and operational expenses. Clients, including the Fund, will be
Ocean Endowment Partners, LLC Form ADV Part 2A
March 2026
responsible for fees charged by investments, including fees charged by exchange traded funds, mutual
funds, and third-party managers. Please see Item 12 of this brochure for additional information regarding
brokerage. In the event that the Advisor incurs a “Master Account” management or custodial fee from the
Custodian (discussed in Item 12), the fee will be passed through at cost on a pro rata basis to Client accounts.
D. Prepayment of Fees
The Advisor collects Management Fees quarterly in advance. The Management Fee will be appropriately
prorated to reflect any capital withdrawals and contributions which occur during a quarter. In addition, if the
Agreement is terminated before the end of the billing period, any prepaid fees will be prorated to the date of
termination and unearned fees will be returned to the Client.
E. Outside Compensation for the Sale of Securities
Neither the Advisor nor its employees accept compensation for the sale of securities or other investment
products.
The foregoing response to Item 5 represents the Advisor’s basic compensation arrangements. Fee
arrangements with any particular Client vary. Although the Advisor believes its fees are competitive,
lower fees for comparable services may be available from other investment advisers.
Ocean Endowment Partners, LLC Form ADV Part 2A
March 2026