Item 5. FEES AND COMPENSATION
Separately Managed Accounts
UAS charges its separately managed account clients an investment management fee pursuant to a
written investment advisory agreement with each client specifying the terms of such fees and the
manner in which they will be charged.
UAS typically charges each separately managed account client an investment management fee
based on the value of the client account’s assets under management, in accordance with the below
schedule:
Investment Management Fee Assets in the Separately Managed Account
(as an annual % of assets)
1.50% of the first $500,000
1.25% of the next $2.0 Million
1.00% of the next $2.5 Million
0.75% of assets over $5 Million
The actual fee charged to a client may be different from the fees shown below depending upon
such factors as the size and complexity of the client's account, and other business considerations.
When the fee specified in the advisory agreement is different from above, the advisory agreement
prevails. Market value will be determined by the account custodian. As each account is managed
separately, UAS does not combine the value of related accounts when applying the above break
points for the purpose of calculating management fees. However, UAS reserves the right to do so
for certain clients in its sole discretion.
Many of UAS’ clients have been with the firm for a couple of decades or longer. During its long
period in servicing client accounts, UAS has had different fee schedules in effect and, in general,
has not changed the fee structure for legacy accounts. For this and other reasons, different clients
may be subject to different fee schedules.
Management fees for each account will be calculated as of the end of each quarter by applying
one quarter of the relevant annual fee percentage to the account’s closing market balance.
Management fees are generally paid as of the end of each calendar quarter. Management fees are
prorated for capital contributions and withdrawals made during the applicable quarter. Accounts
initiated or terminated during a calendar quarter will be charged a prorated fee. Upon termination
of any account, any earned, unpaid fees will be due and payable.
At the option of a client, fees may be paid directly by the client (per submitted invoice) or UAS
may be authorized by the client to deduct fees directly from the client’s account by instructing the
custodian to debit the client’s account for the benefit of UAS’ account. A large majority of UAS
clients have selected the second method.
In certain circumstances, UAS may recommend that a separately managed account client invest a
portion of its assets in the Fund. To the extent that a separately managed client wishes to proceed
with this recommendation, a potential conflict of interest may exist as the management fees
and/or performance fees or allocations for fund investors at the Fund level may be higher or lower
than those at the separately managed account level for a given separately managed account client.
UAS Asset Management
Effective Date: May 19, 2026
In certain situations, such as in case of an IRA account, the investment in the Fund may be
reported as a part of the separate account by the custodian. In such situations, UAS will waive
fees at the separately managed account level with respect to those assets so as to avoid double
charging the client.
The Fund
UAS receives an asset-based management fee from the Fund which is paid quarterly in arrears
and calculated at the rate of 1.0% per year of each limited partner’s capital account. The
management fee is pro-rated for any period that is less than a full calendar quarter.
Additionally, the UAS Affiliated Entity receives 20% of each limited partner’s share of net
profits in excess of a hurdle rate, provided, however, that certain other performance measures are
also met. The incentive reallocation is made at the end of each fiscal year (or at the time of a
withdrawal by a limited partner with respect to the withdrawn amount) and is subject to certain
performance goals and reallocation restrictions, all of which are set forth in more detail in the
Fund’s offering documents.
Important Additional Fee Information
No Commissions by UAS
UAS clients pay commissions for trades in their accounts based on the commission rates in effect
by their custodians or designated brokers. UAS does not charge any markups or additional fees
for such transactions.
UAS conducts business with Pershing LLC, a subsidiary of Bank of New York Mellon, and
custodian for most of its client accounts. Pershing is an independent qualified custodian.
Fees Negotiable
With respect to separately managed account clients, UAS retains the right to offer and negotiate
different terms related to fees in its sole and absolute discretion on a client-by-client basis based
on such factors as the size, complexity and nature of the advisory services provided and other
business considerations.
Prior Fee Schedules
As noted above, the management fees charged to clients whose assets have been managed by
UAS prior to 2010 may differ from the fees charged to new advisory clients.
Direct Debiting of Separately Managed Accounts
In order for management fees to be directly debited from a client’s account, in addition to
selecting this option in the Advisory Agreement, the client must provide authorization to its
custodian permitting UAS to deduct fees from the client’s custodial account. In addition, the
account must be held by a qualified custodian and the qualified custodian must agree to send to
the client an account statement on at least a quarterly basis.
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