Item 5 Fees and Compensation
Separately Managed Account (SMA) Fees
Retail Investment Advisory Contracts
The specific manner in which fees are charged by SAM is memorialized in a retail client’s written Investment Advisory
Contract (“IAC”). The basic advisory fee for retail accounts can range up to 1.5% of assets under management, which is
generally paid quarterly in advance and is typically based on a client’s Total Account Value (Total Market Value plus
Accrued Interest) on the close of business on the last day of the prior quarter. Investment advisory fees are negotiable. If
a retail client closes an account before the end of the quarter, the unearned fee is prorated and refunded; if a client opens
an account a prorated fee is assessed.
Institutional Investment Management Agreements
The specific manner in which fees are charged by SAM is memorialized in an institutional client’s written Investment
Management Agreement (“IMA”). The basic advisory fee for institutional accounts can range up to 1.0% of assets under
management, which is generally paid quarterly in arrears and is typically based on a client’s Total Account Value (Total
Market Value plus Accrued Interest). The specific fee schedule and methodology are detailed in the IMA. Investment
advisory fees are negotiable. If a client opens or closes an account intraperiod, a prorated fee is assessed.
Sub-Advisory Agreements
The specific manner in which fees are charged by SAM is memorialized in an Advisor’s Sub-Advisory Agreement. The
basic advisory fee for accounts where SAM is a sub-advisor generally range from 0.25% up to 0.50% of assets under
management, which is generally paid quarterly in arrears and is typically based on a client’s Total Account Value (Total
Market Value plus Accrued Interest). The specific fee schedule and methodology are detailed in the Sub-Advisory
Agreement. Investment advisory fees are negotiable. If a client opens or closes an account intraperiod, a pro-rated fee is
assessed.
SMA management fees are either deducted from the account or billed separately, on a quarterly basis. Management
fees shall be prorated for each capital contribution and withdrawal made during the applicable calendar quarter.
Accounts initiated during a calendar quarter will be charged a prorated fee.
Separately managed account clients may terminate their contracts with prior written notice. Refunds will be given on a
prorated basis, based on the number of days remaining in a quarter at the point of termination. Clients may terminate their
contracts without penalty, for full refund, within five (5) business days of signing the advisory contract.
SMA clients may pay other fees in connection with our advisory services, such as custodian fees, mutual fund expenses,
wire transfer and electronic fund fees, transfer taxes, and state and/or federal fees and taxes on partnership interest.
Clients will also incur brokerage and other transaction costs. These costs are separate from any fees paid to SAM.
SAM reserves the right to waive all or any portion of its management or incentive fees with respect to any of its clients,
whether separately managed or members of a limited partnership managed by the Firm. Any such waiver is made on a
facts and circumstances basis at any time and may be on a one-time or on a permanent basis.
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Fund Fees
Each limited partnership entity managed by SAM has a fee structure detailed in its respective private placement
memorandum or offering memorandum (collectively “Offering Documents”) and ranges from 0.10% to 0.50% of net
asset value on a quarterly basis (0.40% to 2% annually). Regarding the Seelaus Credit Opportunities Fund, an incentive
performance fee (10% annually) based on performance may be charged. Management fees are charged quarterly in
advance and any applicable performance fee is calculated and charged annually. The performance fee is the applicable
allocable net annual gain in the capital accounts, and in some cases reviewed against an agreed upon benchmark,
exclusive of withdrawals and contributions times the incentive rate at the end of the fiscal year or portion thereof.
Investors in SAM Private Funds may redeem their investments in accordance with the terms in each respective fund
private placement memorandum, partnership agreement or offering memorandum, as applicable.
In general, in addition to relevant management and incentive fees, each investor in the SAM Private Funds will bear its
proportionate share of the SAM Private Funds on a pro rata basis with respect to the size of its Capital Account(s).
Each of the SAM Private Funds Offering Documents specifically describe related expenses investors will bear, but in
general, the SAM Private Funds operating expenses include but are not limited to the following types of expenditures
without limitation:
(a) organizational and offering expenses;
(b) expenses associated with all investments and transactions considered, evaluated and/or consummated by the SAM
Private Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching,
financing and structuring of investments and potential investments, whether or not consummated, including third-party
research, data, analytics, modeling, structuring, pricing, execution and other third-party information systems, software
and service fees (including data feeds, subscriptions and reports);
(c) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing all investments of the
Partnership and all transaction and other costs associated therewith;
(d) travel and related expenses associated with investments and potential investments;
(e) professional fees associated with investments and potential investments, including, without limitation, consulting,
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