Item 5: FEES AND COMPENSATION
Staley Capital is compensated for its investment management services by charging
advisory fees (otherwise known as “management fees”) to its clients. Our only form
of compensation is from management fees. We do not charge fees based on
performance.
Private Account Clients Fees: Staley Capital’s separately managed account clients
pay asset-based fees, which means that the fee is based on an annual percentage of
the client’s assets under management. Fee arrangements are established in written
agreements between Staley Capital and the client. The client grants authority to
Staley Capital to debit the fee payment directly from their account, or clients can
choose an alternative billing method.
The management fee billing process is done on a quarterly basis and paid in arrears.
The fee amount is calculated by taking one-fourth of the annual fee percentage of a
client’s market value as of the last business day of the calendar quarter.
Our fee schedule for accounts initiated from November 2012 to present is:
Amount of Assets at quarter-end Annual Percentage
First $3 million 0.75%
Next $7 million 0.55%
Additional Assets 0.35%
Please refer to APPENDIX A of this brochure for a full list of our historical fee
schedules contracted for accounts prior to November 2012. As a result of the legacy
contracts, clients with similar situations and portfolios pay different fee schedules.
Fees can be negotiated to a lower rate, or a flat percentage fee rate depending on the
number, size, and complexity of accounts within a relationship; as of 12/31/2025 flat
percentage fees charged ranged from 0.125% to 0.55%. There are arrangements
where we waive or reduce the fees for clients on portfolio assets, or for certain
accounts maintained as a courtesy to existing clients that require minimal oversight.
We also do this for Staley Capital employees, their family members and related
entities.
If a client relationship is terminated, the client’s account(s) are valued as of the last
day under management by the firm. The final advisory fee is calculated based on this
asset value and prorated for the number of days under management during the
calendar quarter.
Clients receive a copy of the quarterly fee calculation from Staley Capital and are
encouraged to contact us with any questions. Clients for whom advisory fees are
directly debited from their accounts should note their broker/custodian makes
payment to us based on our invoice and does not independently calculate the amount
of the fee to be deducted.
Private Fund Fees: Staley Capital earns a management and administrative fee from
its private limited partnership fund (Forum) in the amount of 1.5% per annum, on a
quarterly basis. Forum is also responsible for payment of any legal, accounting or
other expenses for services provided to the partnership. Investors in Forum are
referred to the limited partnership offering documents for complete information on
the services provided and the fees charged.
When we calculate account asset values, we rely on security prices provided by either
third-party broker/custodians or fund sponsors. Although rare, there are
circumstances where security prices may either not be available or may be deemed
by Staley Capital to be incorrect. In these situations, we make a good faith
determination as to the appropriate valuation of the security. Valuation is not an exact
science, and such situations pose a potential conflict of interest as higher security
valuations result in higher advisory fees and a better performance record for Staley
Capital. To mitigate this conflict, we adopted valuation policies and procedures
reasonably designed to ensure client portfolios are fairly valued and advisory fees
correctly calculated. The valuation procedures require multiple members of our
Investment Committee to review and approve any price established by Staley Capital
independent of a third-party broker/custodian or fund sponsor.
Other Fees and Expenses: Staley Capital portfolio managers incorporate third-party
mutual funds, exchange-traded funds, or other pooled investment vehicles such as
private partnerships to gain exposure to certain asset classes in client portfolios.
These third-party funds have embedded management fees and other operating
expenses charged by their investment advisers and service providers, which are
separate expenses clients incur in addition to the investment management fees paid
to Staley Capital.
As previously mentioned, Staley Capital does not have any affiliation with any third-
party funds or their advisers or service providers and receives no fees from them. A
client can invest in third-party funds and other pooled investment vehicles without
our services. In that case, the client would not have our assistance in evaluating which
funds are most appropriate for his or her objectives, financial situation and overall
investment portfolio. Information with respect to the fees charged by a specific third-
party fund is public information that can be found in either the fund’s prospectus or
offering documents.
Private account clients and our private fund are subject to transaction and account
fees charged by their broker/custodian, as well as any commissions payable to
brokers who effect transactions on behalf of their account(s). [Further information
about commissions to brokers appears under Item 12: Brokerage Practices.]
Compensation for Referrals: New business referrals are considered (along with job
performance) in the determination of compensation for one Staley Capital
employee. All employee compensation is paid solely out of Staley Capital’s assets
and has no impact on the fees paid by our clients.