Tempered Investment Management Ltd

Item	5	–	Fees	and	Compensation

A.	     Fee	Schedule
All	investment	management	agreements	will	include	a	fee	schedule	agreed	to	by	the	client
and	TIML.		Fees	are	non-negotiable	but	may	differ	between	new	accounts	and	existing	clients
who	invested	with	TIML	at	an	early	stage,	as	well	as	dependent	on	the	level	of	administration
needed.		The	fees	and	compensation	payable	to	TIML	is	generally	made	up	of	the	following
two	components:

                                                                     Form ADV Part	2A	Brochure:
                                                            Tempered	Investment	Management	Ltd.
        1.	     Management	Fee
TIML	 bases	 its	 management	 fee	 on	 a	 percentage	 of	 assets	 under	 management.	 Fees	 are
calculated	 monthly,	 based	 on	 average	 monthly	 net	 asset	 values,	 and	 payable	 quarterly,	 in
arrears.		The	annual	management	fee	ranges	from	1.0%	to	1.5%	per	annum.		The	variation	in
the	 annual	 management	 fees	 depends	 on	 the	 level	 of	 administration	 that	 is	 performed	 at
TIML.
        2.	     Performance-based	Fees
TIML	has	a	performance-based	fee	schedule	with	majority	of	its	clients.	Performance-based
fees	are	calculated	and	payable	annually,	based	on	a	percentage	of	the	increase,	if	any,	in	the
net	asset	value	of	the	portfolio	during	the	year	(after	management	fee	deductions),	over	and
above	the	sum	of	the	high-water	mark	plus	the	hurdle	rate	of	5%.
This	 performance-based	 fee	 is	 generally	 10%	 for	 separately	 managed	 accounts	 opened
before	May	31,	2018,	20%	for	separately	managed	accounts	opened	on	or	after	June	1,	2018,
and	 20%	 for	 the	 Non-U.S.	 Fund.	 Performance-based	 fees	 are	 calculated	 at	 the	 end	 of	 each
calendar	year	and	payable	annually.
B.	     Payment	of	Fees
Management	 fees	 and	 performance-based	 fees	 are	 deducted	 from	 client	 assets	 by	 the
custodian	after	the	client	approves	the	fees,	or	the	fees	are	paid	directly	by	the	client	to	the
Firm’s	bank	account	as	instructed.		Management	fees,	which	are	paid	in	arrears,	are	calculated
within	one	month	of	the	end	of	the	prior	quarter,	and	due	within	30	days	of	receipt	of	invoice.
Performance-based	fees	are	determined	as	of	the	last	business	day	of	the	calendar	year	and
as	of	any	date	on	which	an	investor	in	the	Non-U.S.	Fund	makes	a	withdrawal	or	receives	a
distribution	from	such	capital	account,	or	the	date	on	which	a	separately	managed	account
client	makes	a	withdrawal	or	closes	its	account.
C.	     Third-Party	Fees
TIML’s	 fees	 are	 exclusive	 of	 brokerage	 commissions,	custodian	 fees,	 transfer	 fees,	 account
registration	fees,	taxes	(income	and	capital	gains	taxes)	and	related	expenses	and	fees	arising
out	of	the	transactions	effected	on	behalf	of	clients,	which	shall	be	incurred	by	the	clients.
Such	charges,	fees	and	commissions	are	exclusive	of	and	in	addition	to	TIML’s	management
and	performance-based	fee,	and	TIML	shall	not	receive	any	portion	of	these	commissions,
fees,	and	costs.
Please	see	Item	12	of	this	Brochure	regarding	brokerage.
D.	     Prepayment	of	Fees
The	Firm	does	not	require	the	prepayment	of	fees.
TIML	generally	requires	Non-U.S.	Fund	investors	wishing	to	withdraw	amounts	from	their
capital	accounts	to	provide	45	days	written	notice	before	the	last	business	day	of	a	month
and	does	not	permit	withdrawals	on	any	other	date.			For	separately	managed	accounts,	an
account	will	be	closed	when	TIML	receives	written	notice	from	the	client	in	accordance	with

                                                                        Form ADV Part	2A	Brochure:
                                                               Tempered	Investment	Management	Ltd.
the	investment	management	agreement.		Any	management	fees	will	be	pro-rated	based	on
client’s	 average	 adjusted	 (for	 cash	 flows)	 monthly	 total	 net	 assts.	 	 Any	 applicable
performance-based	fees	will	be	calculated	at	the	time	of	withdrawal	or	closure	and	deducted
from	the	proceeds.
E.	     Outside	Compensation	for	the	Sale	of	Securities
Neither	TIML	nor	its	supervised	persons	accept	compensation	for	the	sale	of	securities	or
other	investment	products	outside	of	its	association	with	TIML.
The	 foregoing	 discussion	 in	 Items	 5	 represents	 TIML’s	 basic	 compensation
arrangements.		Although	TIML	believes	its	fees	are	competitive,	lower	or	higher	fees
for	comparable	services	may	be	available	from	other	investment	advisers.

Item	7	–	Types	of	Clients

TIML	provides	investment	advisory	and	management	services	to	institutions,	individuals,	as
well	as	pooled	investment	vehicles.
The	 minimum	 separately	 managed	 account	 size	 is	 US$10,000,000,	 unless	 otherwise
determined	at	the	sole	discretion	of	TIML.