Item 5. Fees and Compensation
A. Advisory Fees and Compensation
Asset-Based Compensation
The Adviser charges each client an investment management fee based on the value of the client’s assets
under management.
Managed Accounts
The following shows a representative fee range for a managed account, subject to differences negotiated
for each client to adjust for account size, asset class risk, and special requirements, among other things.
Investment Size Fee (% per annum)
On the first C$100 million 0.40%
Next C$100 million 0.35%
Next C$100 million 0.325%
Next C$100 million and above 0.30%
Investment management fees are invoiced as of the last day each quarter in arrears, based on the market
value of the assets in the Managed Account and calculated in accordance to the managed account
agreement.
Sub-advised Funds
In the case of the Adviser’s sub-advisory services, the investment management fee is negotiated with the
client which is a percentage amount based on the assets being sub-advised by the Adviser. Investment
management fees are invoiced as of the last day each month or quarter in arrears, based on the market
value of the assets in the Sub-advised Fund and calculated in accordance to the sub-advisory agreement.
Funds
The Adviser charges each Fund an investment management fee of up to 2.0% per annum based on the
value of the pooled investment fund’s assets under management, as outlined in each Fund’s offering
document. Investment management fees are invoiced as of the last day each quarter in arrears based on
the net asset value of the Fund in accordance to the Fund’s offering document.
The Adviser, in its sole discretion, may waive or reduce the investment management fees for certain
Managed Accounts, Sub-advised Funds, and investors in the Funds who are employees of the Adviser,
relatives of such persons and for certain large or strategic investors.
Performance-Based Compensation
The Adviser also receives performance-based fee, which is compensation that is based on a percentage
of capital gains on or capital appreciation, subject to loss carry forwards, relative outperformance to a
benchmark, and/or hurdle rates (as applicable), of the net assets of the Funds. This compensation is
paid to the Adviser at the end of the quarter for the Funds and ranges up to 20%. Certain investors in the
Funds may pay the performance-based fee at the end of each year.
The Adviser, in its sole discretion, may waive or reduce the performance-based fees for certain investors
in the Funds who are employees of the Adviser, relatives of such persons and for certain large or
strategic investors.
B. Payment of Fees
The Adviser does not deduct the investment management fee from the Managed Accounts and Sub-
advised Funds. The Adviser invoices the clients of the Managed Accounts and Sub-advised Funds
monthly or quarterly (as applicable) in arrears.
The Adviser receives the investment management fee on a quarterly basis and performance-based
compensation on a quarterly basis or at the fiscal year-end (as applicable) from the Funds by instructing
each Fund’s custodian and/or prime broker for payment.
C. Other Fees and Expenses
In addition to paying investment management fees and, if applicable, performance-based compensation,
Accounts will also be subject to other investment expenses such as custodial charges, brokerage fees,
commissions and related costs; interest expenses; taxes, duties and other governmental charges;
transfer and registration fees or similar expenses; costs associated with foreign exchange transactions;
other portfolio expenses; and costs, expenses and fees (including, investment advisory and other fees
charged by investment advisers with, or funds in, which the client’s account invests) associated with
products or services that may be necessary or incidental to such Accounts. Client assets that are
invested in the Funds will bear their pro rata share of the fund’s operating and other expenses including,
in addition to those listed above: sales expenses, legal expenses; internal and external accounting, audit
and tax preparation expenses; and organizational expenses as outlined in each Fund’s offering
document. Please refer to Item 12 of this brochure for a discussion of the Adviser’s brokerage practices.
D. Prepayment of Fees
All investment management fees and performance-based compensations are paid in arrears as noted
above.
F. Compensation for the Sale of Securities or Other Investment Products
The Adviser does not receive compensation for the sale of securities or other investment products.