Item 5 – Fees and Compensation
Adviser’s fees are described generally below and detailed in each client’s advisory agreement or
applicable account documents. Fees for services may be negotiated with each client on an
individual basis. Adviser may group multiple accounts of a client (or group of related clients)
together for fee billing purposes.
Fees may change over time and as discussed below, different fee schedules may apply to different
types of clients, strategies and advisory arrangements. Fees may be negotiated on a basis different
from Adviser’s stated fee schedules, if circumstances warrant, and Adviser reserves the right to
waive or reduce the fees charged to a particular client in its sole and absolute discretion. Fees are
generally based on a percentage of assets under management.
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Fee Schedules
Adviser's annual management fees for separately managed accounts are as follows:
1.00% on the first $25 million
0.90% on assets between $25 million and $50 million
0.85% on assets between $50 million and $100 million
0.80% on assets greater than $100 million.
Adviser’s advisory fees are subject to negotiated agreements with clients and are determined
according to a number of factors including but not limited to, account size, investment strategy
employed, and cost incurred by Adviser in managing such accounts.
Although Adviser has established the aforementioned fee schedule(s), we retain the sole discretion
to negotiate alternative fees on a client-by-client basis. The specific annual fee schedule, along
with any performance fees, is identified in the contract between Adviser and each client.
Termination of the Advisory Relationship: Advisory agreements are typically terminable by the
client upon prior written notice to Adviser, as specified in the relevant agreement and by Adviser,
generally upon 30 days’ prior written notice to the client or as specified in the relevant agreement.
In the event that an advisory contract is terminated prior to the conclusion of a billing period,
Adviser will refund a pro rata portion of any pre-paid fees, or if billed arrears, bill the account pro
rata based on the date of termination.
Other Advisory Fee Arrangements
Adviser’s advisory fee is exclusive of brokerage commissions, transaction fees, and other related
costs and expenses which shall be incurred by the client. Clients may incur certain charges
imposed by custodians, brokers and other third parties, including but not limited to fees charged
by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire
transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities
transactions. A client’s portfolio may include positions in mutual funds or exchange traded funds
which also charge internal management fees, which are disclosed in the funds’ prospectuses. Such
charges, fees and commissions are exclusive of, and in addition to, Adviser’s fee, and Adviser
shall not receive any portion of these commissions, fees, and costs.
As a sub-adviser one or more mutual funds, Sapience receives a sub-advisory fee that is described
in the sub-advisory agreements between Sapience and the relevant mutual fund trust. Fees for the
mutual funds sub-advised by Adviser are stated in the fund’s prospectus and/or financial filings.
Item 12 further describes the factors that Adviser considers in selecting or recommending broker-
dealers for client transactions and determining the fairness and reasonableness of their
commissions and service charges.
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Advisory clients are billed either quarterly or monthly in arrears. Fees are normally based on the
level of total or average assets under management, including cash, securities, and accrued income,
as of the last business day of the prior calendar month or quarter.
Adviser’s supervised persons do not accept compensation for the sale of securities or other
investment products, including asset-based sales charges or service fees from the sale of mutual
funds.