Item 5. Fees and Compensation
Managed Accounts
The Adviser charges either an asset-based management fee or a performance-based incentive
fee for its investment advisory services.
Managed Accounts – Asset-based Management Fee
Managed Account fees (“Management Fees”) are charged as a percentage of the value of a
client’s account, as set forth in the client’s account agreement. Generally, the Adviser charges a
fee of 1% to 2% per annum of assets under management in the client account. The fee charged
for the Select Value Strategy is .90% to 1.20% per annum of assets under management.
Fee Computation. Management fees are generally debited quarterly from the client’s Managed
Account in an amount equal to one quarter of the contractual annual fee, based on the value of
assets under management. For Managed Accounts introduced by it, the Consultant debits the
Adviser’s Management Fee from the client’s Managed Account in accordance with client
authorization and pays that amount to the Adviser.
For the initial quarter in which the Managed Account is opened, the value of the Managed
Account on the last business day of such quarter is used to calculate the initial Management Fee
which is paid following the end of such quarter. The initial Management Fee is prorated for such
portion of the quarter that the Managed Account was open if opened following the beginning of
Form ADV, Part 2A
Firm Brochure March 31, 2026
a quarter. In the Adviser’s discretion, however, when a Managed Account has been funded in
the week preceding a quarter end, there is no Management Fee charged for that week.
For each succeeding quarter, the Management Fee is paid to the Adviser in advance based upon
the value of the Managed Account on the last business day of the preceding calendar quarter.
When the first quarter’s Management Fee is paid in arrears, the first and second quarter
Management Fees are paid at the same time and the value of the Managed Account on which
the second quarter’s Management Fee is calculated includes the amount payable for the first
quarter’s Management Fee.
A pro rata refund to the client of prepaid Management Fees shall be made if the Managed
Account is closed within a quarter and all of the proceeds or assets are withdrawn by the client.
When the Management Fee is paid in advance, no refunds of Management Fees are made with
respect to partial withdrawals from a Managed Account and no additional Management Fees are
charged for additions to a Managed Account during a quarter. Management Fees are not
refunded in the case of a change of trustee or account registration. However, when one or more
accounts are closed and the assets thereof are transferred to a new or existing Managed Account
with the same Management Fee structure (the client of such new or existing Account, a
“Successor Client”), because the Adviser will continue to manage the assets, a new fee will not
be charged and a pro rata portion of the Management Fee will not be refunded. This may occur
when there is (i) a change in the account strategy, (ii) a change in the account registration or title,
(iii) a new account owner(s), (iv) a new trustee of a trust account or (v) a similar circumstance.
When cash and/or securities from a Managed Account are transferred to a new Managed
Account with a performance fee structure, the transfer will be treated as a partial withdrawal
with no refund of the Management Fee followed by a contribution to the new Managed Account.
In general, for purposes of calculating the performance fee, the value of the new Managed
Account will be the value of cash plus the net proceeds of the sale of any securities transferred
and sold by the Adviser. If the Adviser determines to retain any of the securities transferred, the
value of such securities will be the closing value as of the date the performance fee Managed
Account receives the securities as valued under the related Advisory Agreement (unless the
Advisory Agreement provides for a different methodology for retained securities).
Account Valuation. For purposes of calculating the client’s Management Fee, transactions and
the value of cash and securities in the client’s Managed Account are computed on a trade date
basis. Statements from the client’s custodian will typically reflect transactions as of their
settlement date (typically one business day following the trade date for U.S. securities
transactions) and may value securities and foreign currencies using different valuations from
those on which the Management Fee has been calculated (see the next paragraph). Accordingly,
there may be a discrepancy between both the positions in the client’s Managed Account and the
values of securities and cash used to calculate the Management Fee and the positions and values
set forth on the client’s statement from its custodian.
For each strategy other than the Select Value Strategy, each security listed on a securities
exchange shall be valued at the last quoted sales price during normal trading hours on the
Form ADV, Part 2A
Firm Brochure March 31, 2026
primary exchange on which such security is traded on the date for which the value is sought.
Each security traded in the over-the-counter market shall be valued at the last quoted sales price
during normal trading hours in the over-the-counter market on which such security is traded on
the date for which the value is sought. If there was no such trade on such valuation date, whether
exchange listed or not, securities held long will be valued at the closing bid price and securities
held short will be valued at the closing ask price, as reasonably determined by the Adviser. If,
however, in the judgment of the Adviser, any price determined under this paragraph relates to a
trade or trades that are deemed not to reflect the fair value of a security, such security’s value
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