Item 5 – Fees and Compensation
Advisory Fees, Payment of Fees
Private Funds.
The fees and other compensation for advisory services to the Private Funds are set forth in the
Private Fund’s applicable Private Fund Governing Documents. Generally, each Private Fund pays
UBC a fee equal to a percentage (typically, 1-2 percent per annum) of the capital account balances
of each Private Fund investor as of the first day of each calendar quarter (the “Management Fee”).
The Management Fees are payable in advance for each calendar quarter.
In addition to the Management Fee, UBC (or an affiliate of UBC which serves as the general
partner of the Private Funds) is entitled to a quarterly performance-based fee, generally equal to
20% of net profits allocated to each investor, subject to an applicable “high water mark” (the
“Incentive Fee”). The Incentive Fee is determined with respect to each calendar quarter as of the
close of business on the last business day of the respective quarter.
The Private Fund Governing Documents permit UBC (or the general partner of the Private Funds)
to reduce, waive, assign, participate or otherwise share the Management Fee or Incentive Fee
payable with respect to any investor.
Please refer to the individual Private Fund Governing Documents, including each Private Fund’s
Private Placement Memorandum, for additional detail regarding the calculation of the
Management Fee and Incentive Fee. (Item 6 provides further information regarding Incentive Fees,
including conflicts of interest).
ETF.
The management fee for advisory services to the ETF are set forth in the ETF’s Governing
Documents, including the ETF’s Prospectus and Statement of Additional Information. The ETF
will pay UBC a management fee at an annual rate stated in the table below, based on the daily
average net asset value of the portfolio. The ETF investors will also be subject to additional fees
and expenses which are more fully explained in the ETF’s Prospectus.
UBC Algorithmic Fundamentals ETF Ticker: UBCB Management fee: 0 .75
Please refer to the ETF’s Prospectus for more information regarding fees and expenses. (Item 6
provides further information regarding fees paid to UBC, including conflicts of interest).
Private Fund Additional Fees and Expenses
In addition to the Management Fee and Incentive Fees, the Private Funds generally will bear all of
their organizational expenses and will reimburse UBC, the general partners and/or BDF, as
applicable, to the extent that any of them bears organizational or offering expenses on behalf of
the Private Funds. In general, the Private Funds will bear all of its operating expenses, which
include, without limitation all fees, costs and expenses associated (directly or indirectly) with: (i)
negotiation, financing, sourcing, acquiring investments or proposed investments; (ii) other
transaction costs, brokerage fees, commissions, consulting, advisory, due diligence, investment
banking, legal, financial, auditing, accounting, research, third-party consulting and other
professional fees and expenses related to investments and proposed investments, as well as all fees,
expenses, interest payments and principal payments due to any lenders, investment banks and/or
other financing sources in connection with the financing, sourcing, acquiring, holding, monitoring,
hedging, maintaining and disposing of investments or proposed investments all transaction and
other costs associated therewith including the costs and expenses of leverage and borrowings of
the Private Fund, such as interest charges and fees; (iii) custodial fees, clearing and settlement
charges and similar fees and expenses associated with the acquisition, disposition and settling of
investments and potential investments; (iv) appraisal fees and expenses; (v) all entity-level taxes,
fees and other governmental charges; (vi) the costs of any expenses incurred in the collection of
monies owed to the Private Funds; (vii) Management Fees; (viii) expenses related to mixed-use
hardware, software and other technology and services; (ix) legal, regulatory, compliance, auditing,
and administration of the Private Funds; (x) auditing and accounting expenses of the Private Funds,
including, without limitation, expenses associated with the preparation of financial statements, tax
returns and Schedules K-1 and the fees and expenses of the auditor; (xi) any extraordinary
expenses (including, without limitation, all litigation-related and indemnification and contribution
expenses, including, without limitation, the amount of any judgment or settlement paid in
connection therewith); (xii) the costs of any reporting to investors in the Private Funds; (xiii)
reasonable expenses incurred in connection with any meetings of Private Fund investors; (xiv)
expenses incurred in connection with the dissolution, liquidation and termination of a Private
Fund; and (xv) expenses incurred in connection with the preparation of amendments to the
agreements of a Private Fund.
Current and prospective investors in the Private Funds should refer to the private placement
memorandum or other offering documents of the respective Private Fund for detailed information
with respect to the fees and expenses they may pay in connection with an investment in such
Private Fund. The information contained herein is a summary only and is qualified in its entirety
by such documents.
ETF Additional Fees and Expenses
In addition to the management fee, The ETF investors will also be subject to additional fees and
expenses which are more fully explained in the ETF’s Prospectus. Please refer to the ETF
Prospectus and SAI for complete information.
Additional Compensation
Neither UBC nor any of its supervised persons accept compensation for the sale of securities or
other investment products. UBC has no agreements, oral or in writing, where it is paid cash by or
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