Item 5 Fees and Compensation
INVESTMENT MANAGEMENT SERVICES
POOLED INVESTMENT VEHICLES
Fees for the Salient Teton Funds are billed at an annual rate of up to one percent (1%) of
each Limited Partner’s committed capital, calculated and payable quarterly in advance, as
further specified in each Fund’s limited partnership agreement. In addition, certain Salient
Teton Funds charge performance incentive fees. Such fees may be negotiable under certain
circumstances, as described in the relevant Fund’s private placement memorandum.
When appropriate to the needs of its clients, Salient Private Client, LLC may recommend
investment of (or invest) client assets in affiliated pooled investment vehicles. In this situation,
Salient Private Client, LLC will not include client assets invested in these affiliated pooled
investment vehicles when calculating its advisory fees. However, the Adviser or its affiliates
may receive fees (including without limitation sales, distribution, placement, solicitation,
servicing or other fees) from affiliated entities in respect of investors’ holdings in such pooled
investment vehicles. This presents a conflict of interest due to the incentive to recommend
affiliated pooled investment vehicles based on the receipt of direct or indirect compensation
rather than on the client’s needs. Such conflict of interest is disclosed to the client at the time
of investment, including by means of the prospectus or private placement memorandum of
the relevant investment vehicle. Such fees do not affect the investment advisory fees or other
fees charged by the Adviser or such affiliates in respect of such pooled investment vehicles;
however, the practice of paying such fees could be viewed to create an incentive to maintain
the overall level of fees (including such fees and investment advisory fees) at current levels,
and as such represents a conflict of interest. Further, although a client’s assets invested in
such pooled investment vehicles are not included in the calculation of the Adviser’s advisory
fees for such client, overall fees paid by the client at the level of the pooled investment vehicle
are not offset by the amount of fees paid to the Adviser.
ADMINISTRATIVE SERVICES
Services to accounts that are purely administrative in nature and not related to our investment
management services will be billed and charged as specified in the clients’ administrative
services agreement. Fees are based on the level of administrative services provided, and will
vary depending on the level of complexity.
GENERAL INFORMATION
Termination of the Advisory Relationship: Except as otherwise described in this ADV Part
2A, an investment management agreement may be canceled at any time, by either party, for
any reason upon receipt of 5 days written notice. As disclosed above, certain fees are paid in
advance of services provided. Upon termination of any account, any prepaid, unearned fees
will be promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the
reimbursement according to the number of days remaining in the billing period. Clients who
are charged an incentive fee who elect to terminate their contracts will be charged an
Incentive Fee based on the performance of the account for the measuring period going back
from the termination date and pro-rated from the date on which the Incentive Fee was last
assessed.
Mutual Fund and Investment Fund Fees: All fees paid to Salient Private Client, LLC for
investment advisory services are separate and distinct from the fees and expenses charged
by mutual funds and/or ETFs to their shareholders, or Investment Fund fees and expenses
that clients, as investors in such Investment Funds, must bear. These fees and expenses are
described in each fund's prospectus or offering document. These fees will generally include a
management fee, other fund expenses, a possible distribution fee, and/or an initial or deferred
sales charge and/or servicing fees. A client could invest in a mutual fund directly, without our
services. In that case, the client would not receive the services provided by our firm which are
designed, among other things, to assist the client in determining which mutual fund or funds
are most appropriate to each client's financial condition and objectives. Accordingly, the client
should review both the fees charged by the funds and our fees to fully understand the total
amount of fees to be paid by the client and to thereby evaluate the advisory services being
provided.
Wrap Fee Programs and Separately Managed Account Fees: Clients participating in
separately managed account programs may be charged various program fees in addition to
the advisory fee charged by our firm. Such fees may include the investment advisory fees of
any unaffiliated advisers, which may be charged as part of a wrap fee arrangement. In a wrap
fee arrangement, clients pay a single fee for advisory, brokerage and custodial services.
Client’s portfolio transactions may be executed without commission charge in a wrap fee
arrangement. In evaluating such an arrangement, the client should also consider that,
depending upon the level of the wrap fee charged by the broker-dealer, the amount of
portfolio activity in the client’s account, and other factors, the wrap fee may or may not exceed
the aggregate cost of such services if they were to be provided separately. We will review
with clients any separate program fees that may be charged to clients.
Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible
for the fees and expenses charged by custodians and imposed by broker-dealers, including,
but not limited to, any transaction charges imposed by a broker-dealer through which an
unaffiliated investment manager effects transactions for the client's account(s). Please refer to
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