Item 5. Fees and Compensation
Investment Management Fees
Portfolio management services are provided on an asset-based fee arrangement (the “Fee”) to provide
discretionary portfolio management services. The Fee is an annual fee based on a percentage of the
client’s assets under management (including cash, cash equivalents, and as applicable accrued interest and
dividends) on the last business day of the previous calendar quarter multiplied by one- fourth the
corresponding annual percentage rate (i.e., 1.50% / 4 = 0.375%).
The Fee will be appropriately prorated to reflect any withdrawals and/or contributions which occur during
billing cycle and shall be paid to the Firm regardless of the account’s profitability. The Firm reserves the
right to discount fees based on the needs and circumstances of clients. All the below-referenced Fees are
negotiable. Lower Fees for comparable services may be available from other sources.
Any Fees due to the Firm shall be debited from the client’s account(s) invoiced to the client when due and
shall be paid by a direct debited from the clients’ account(s). If a client opts to pay Fees by any other
method than a debit of their investment account(s), those Fees are due no later than the twenty-fifth (25 th)
business day after the Fee is assessed.
We retain discretion to negotiate the management fee within each tier on a client-by-client basis depending
on the size, complexity, and nature of the portfolio managed. In addition, as your portfolio value exceeds
each tier level, either through additional deposits or asset growth, a fee break will occur. The tier breaks are
as follows:
Standard Portfolios
Up to $500,000........................................................................ 1.50%
$500,001 to $1,000,000 ........................................................... 1.20%
$1,000,001 to $5,000,000 ........................................................ 1.00%
Over $5,000,000 ...................................................................... 0.75%
Mutual Fund Portfolios/ETF Portfolios
All Account Values ................................................................. 0.50%
Defined Contribution Portfolios
All Account Values.................................................................. 0.75%
We generally suggest a minimum initial investment of $100,000 when opening a managed account.
However, we retain the right to waive or reduce any minimum amount if we feel circumstances are
warranted.
Clients may terminate their account(s) within five (5) business days of signing the IAA with no
obligation. The Firm will be entitled to a pro rata fee for the days that service was provided in the final
quarter. Client shall be given thirty (30) days prior written notice of any increase in Fees, and client will
acknowledge, in writing, any agreement of increase in said Fees.
Express Program Fees
Our Express Program is charged a separate fee from our other programs listed in this Brochure.
Information regarding the Express Program fees may be found in Item 4.B of our Form ADV Part 2A
Appendix 1.
Fees for the Private Fund
The Firm generally receives an annual management fee of 2% for from the Fund’s assets under
management, paid either monthly or quarterly, usually in advance, based on the net asset value of the
Fund at the end of each month or quarter. The percentage advisory compensation rate may vary from
share class to share class within the Fund, and is based on a variety of factors that may include the types
and mix of assets involved; the nature and complexity of the assets; the nature and complexity of the
particular Fund; the nature of the services provided; the size of the Fund; and the types and size of
investors in the particular Fund. Certain strategic clients may be charged management fees and incentive
allocations at lower rates than those set forth herein. In addition, the Firm may grant certain investors
preferential rights with respect to various matters, including, without limitation, the right to most
favorable economic terms for their investments; notice of certain events or changes in policies or
practices; increased periodicity of reporting; greater transparency of the portfolio; more favorable
redemption rights; and the right to make new investments when the Fund is otherwise closed to new
investments. Any such fee reductions or other preferential rights shall be determined by the Firm on a
case-by-case basis. The Firm or one of its affiliates also will generally receive an incentive fee or
incentive allocation of up to 20% of the aggregate profits or distributions, as applicable, to investors,
which is in addition to advisory and administrative fees and expenses, as described more fully in the
offering documents of the Fund, as permitted by 17 C.F.R. 275.205 and/or section 205 of the Investment
Advisors Act.
Different share classes within the Fund may have materially different terms, including terms regarding
fees charged, minimum subscription, withdrawal or redemption rights and investment options. The Firm
and/or Manager of the Fund is generally permitted to open new share classes and sometimes grants
requests from existing investors to transfer their interest to new share classes. The Firm/Manager of the
Fund may on occasion also grant interests in new share classes to persons or entities with whom it is
affiliated or otherwise associated with the Firm.
In some cases, the Firm or its affiliates receive administrative servicing fees and/or re-imbursement of
certain expenses from the Fund, as described in the offering documents and periodic reports of the Fund.
These reimbursements are for expenses deemed by the Firm in its discretion to be beneficial services to
the Funds.
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