ITEM 5 – FEES AND COMPENSATION
The following paragraphs detail our fee structure and compensation methodology. Each Client shall enter into one
or more agreements that detail the responsibilities of Sepio and the Client.
A. Fees for Advisory Services
Investment Advisory Services
Investment advisory fees are paid monthly, in advance of each month, pursuant to the terms of the investment
advisory agreement. Investment advisory fees are based on the market value of all assets under management at
the end of the prior month. Investment advisory fees typically range from 0.50% to 1.00%, depending on the size
of the relationship, the complexity of the services to be provided, reporting requirements and/or the investment
strategies for the account[s].
The investment advisory fee in the first month of service is prorated from the inception date of the account. Certain
Clients may have a fixed annual fee or fixed rate fee that differs from the range above. Additionally, certain legacy
Clients may pay investment advisory fees quarterly. The Client’s fees will take into consideration the aggregate
assets under management with us. Investment advisory fees include financial planning and consulting services,
unless separately engaged for financial planning and consulting. We will conduct periodic reviews of the
Custodians’ valuations.
Use of Independent Managers – As noted in Item 4, we will implement all or a portion of a Client’s investment
portfolio utilizing one or more Independent Managers. To eliminate any conflict of interest, we do not earn any
compensation from an Independent Manager. We will only earn our investment advisory fee as described above.
Independent Managers typically do not offer any fee discounts but may have a breakpoint schedule which will
reduce the fee with an increased level of assets placed under management with an Independent Manager. The
terms of such fee arrangements are included in the Independent Manager’s disclosure brochure and applicable
contract[s] with the Independent Manager.
Sub-Advisory Services
The Registered Fund’s fee is 0.71% based on the Registered Funds’ average daily net assets. For its services,
the investment adviser of the Registered Funds pays us the net of the fee received less the Registered Funds’
operating expenses. For more detailed information on advisory fees, please refer to the Registered Funds’
prospectus as filed with the U.S. Securities and Exchange Commission.
Private Fund /SPV Advisor Services
Fees for the Funds and SPVs are paid quarterly pursuant to the terms of the Funds’ or SPVs’ operating
agreements and subscription documents. We may charge an investment management fee at an annual rate of up
to 2.00%. Additionally, the Funds and SPV may charge performance-based fees as outlined in Item 6 below. For
more detailed information on the fees and compensation received by the Sepio and its affiliates, please
refer to the respective Fund or SPV Offering Documents.
Strategic Planning and Consulting Services
If provided as a separate engagement, strategic planning and consulting services are offered on a fixed fee basis.
Fees may be negotiable depending on the nature and complexity of each Client’s circumstances. An estimate for
total costs will be determined prior to engaging for these services.
Retirement Plan Advisory Services
Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.00%, billed monthly
in advance of each month, pursuant to the terms of the agreement. Retirement plan advisory fees are based on
the market value of assets under management at the end of the prior month. Fees may be negotiable depending
on the size and complexity of the Plan.
Sepio Trust Company
Where Sepio Capital serves as investment advisor to a trust administered by Sepio Trust Company, the client will
be charged a single consolidated trustee fee by Sepio Trust Company. This consolidated fee encompasses both
the trust administration services provided by Sepio Trust Company and the investment advisory services provided
by Sepio Capital. Sepio Trust Company remits the investment advisory portion of the consolidated fee to Sepio
Capital pursuant to the terms of the investment advisory agreement between Sepio Capital and Sepio Trust
Company. Clients should be aware that because Sepio Capital’s compensation is paid from the consolidated
trustee fee, the total cost of trust and advisory services may differ from the investment advisory fee that would
otherwise be charged under a standalone advisory engagement. The specific terms of the fee arrangement,
including the allocation between trust administration and investment advisory services, are set forth in the
applicable investment advisory agreement and trust documents. For additional information regarding the affiliation
between Sepio Capital and Sepio Trust Company, please see Item 10.
B. Fee Billing
Investment Advisory Services
Investment advisory fees will be calculated by us and deducted from the Client’s account[s] at the Custodians. The
amount due is calculated by applying the monthly rate (annual rate divided by the number of days in the year,
multiplied by the number of days in the month) to the total assets under management with us at the end of the
prior month. Clients will be provided with a statement, at least quarterly, from the Custodians reflecting deduction
of the investment advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on
the Custodians’ brokerage statement as the Custodians does not assume this responsibility. Clients provide
written authorization permitting us to be paid directly from their accounts held by the Custodians as part of the
investment advisory agreement and separate account forms provided by the Custodians.
Use of Independent Managers – For Client accounts implemented through an Independent Manager, the Client’s
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