Item 5 – Fees and Compensation
Asset-Based Compensation
Provenire charges management fees and performance fees as set out in each Client’s offering
documents or investment management agreement. Fees are negotiable and the Firm has discretion
to waive or otherwise modify fees with respect to any investor, including affiliates of the Firm.
Provenire receives a management fee for the advisory services it provides to the Funds. The asset-
based management fee ranges from 0.75% to 2.0% per annum of the value of the assets under
management. The management fee is payable to and deducted from investor accounts by the Firm
monthly in advance, regardless of performance.
Provenire has entered into, and may in the future enter into, additional agreements (sometimes
referred to as “side letters”) with certain prospective investors or existing investors in the Funds
whereby such investors may be subject to terms and conditions that are more advantageous than
those set forth in the offering memorandum of the Funds. Such terms are agreed to at the discretion
of Provenire.
Each SMA pays the Firm a management fee as agreed in the investment management agreement. The
asset-based management fee generally ranges from 0.50% to 2.0% per annum of the value of the
Client assets under management. Management fees are negotiable and vary from Client to Client
based on a number of factors.
Provenire typically bills the SMAs on a quarterly basis, in advance, as stipulated in each investment
management agreement. Clients authorize Provenire to directly debit fees from their accounts.
Management fees will be prorated for capital contributions and withdrawals made during the
applicable calendar month. Accounts initiated or terminated during a calendar month will be
charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be
promptly refunded, and any earned, unpaid fees will be due and payable.
Other Expenses
All Clients advised by Provenire will bear their own operating costs and expenses.
For the Funds those expenses include the fees paid to Provenire as described, fees paid to the third
party administrator and other service providers including legal, accounting, and auditing. Additional
expenses include insurance; organizational and offering expenses; regulatory compliance filing and
reporting expenses; expenses incurred in connection with investments and prospective investments
and the evaluation of such investments, whether or not consummated; all transaction and investment
related costs and fees including without limitation commissions, interest on margin accounts,
custodial and banking fees; and other reasonable expenses related to the purchase, sale or
transmittal of the Funds’ assets. Such charges, fees and commissions are exclusive of and in addition
to Provenire’s fee, and Provenire shall not receive any portion of these commissions, fees, and costs.
SMAs are responsible for investment and account expenses, payable to brokerage and custodial
providers. These other expenses may include transaction and investment related fees, commissions,
interest on margin accounts, custodial and banking fees; and other reasonable expenses related to
the purchase, sale or transmittal of the Clients assets. Additionally, any SMA will bear its own
operating expenses as set forth in the SMA’s respective investment management agreement.
Please refer to Item 12, Brokerage Practices, for information regarding Provenire’s brokerage
practices.