Item 5 – Fees and Compensation
Fees applicable to both the Funds and the SMAs are discussed in this Item.
The Firm may receive an advisory fee and/or incentive fee in connection with the services it
provides to a Client. The advisory fee may be paid as a percentage of assets per annum, up to 2.0%,
or in the form of a fixed fee in advance, paid on a monthly or quarterly basis. The Firm invoices a
Client for its fees in advance. In the event of the termination of the relationship between a Client
and the Firm, fees typically will be allocated according to the date of termination or through the
specified terms in the applicable agreement. The amount and method of calculating the fees
applicable to each Client are negotiated on a case-by-case basis and may vary depending upon the
level of service the Firm provides to the Client. Each account may also be subject to the incentive
fee described in Item 6 below.
Additional Fees and Expenses
The Firm’s fees are exclusive of brokerage commissions, custodial fees, transaction fees, and other
investment related costs and expenses. These charges and fees are typically imposed by the broker-
dealer or custodian through which account transactions are executed. Please refer to Item 12 for a
description of the factors we consider in selecting or recommending broker-dealers for transactions
and determining the reasonableness of their compensation.
Each Client may also be subject to administrative, legal, audit, and other professional expenses,
including certain software and other licensing costs. The Firm does not share in any portion of
these commissions, fees and expenses. For more information, please refer to the applicable
offering memorandum or organizational documents for a Fund or the advisory agreement for an
SMA.
As part of the Firm’s investment advisory services, the Firm may invest, or recommend that a
client invest, in exchange-traded funds (“ETFs”). The fees that a Client pays to the Firm for
investment advisory services are separate and distinct from the fees and expenses charged by ETFs
(described in each ETF’s prospectus) to their shareholders. These fees will generally include a
management, custodial, and transfer agent fee and other fund expenses.
Client costs and expenses are the responsibility of, and may be paid directly by, the applicable
Client. However, where the Firm has the ability to do so in respect to the Client, the Firm may pay
costs and expenses directly out of its own account for and on behalf of the Client, and in those
cases the Firm is entitled to reimbursement from the Client. Certain costs and expenses may be
incurred for the benefit of, or be shared by, multiple Clients which may include Clients which do
not bear any responsibility for such costs and expenses. Such shared expenses generally will be
allocated across the applicable clients pro rata or in such other manner as the Firm deems
appropriate. The Firm may directly bear the responsibility for the portion of such shared costs and
expenses otherwise allocable to clients which benefit from, but which are not directly responsible
for, such shared costs and expense.