ITEM 5: FEES & COMPENSATION
A. Fees and Compensation
Investment Advisory Fee Schedule
Upholdings charges clients on either an asset-based or flat-fee basis.
When Upholdings charges an investment advisory fee based on a percentage of assets under
management, all securities and cash held in the client portfolio are included in the fee
calculation. The annual asset-based fee is generally 0.6% of the portfolio value, prorated and
charged in arrears either daily or monthly based upon the client’s preference for timing.
When Upholdings charges an investment advisory fee under a flat fee arrangement, the annual
fee ranges from $7,000 - $50,000. The flat fee is prorated and charged in arrears either daily or
monthly based upon the client’s preference for timing. Factors that determine the exact fee
include the specific nature of the client’s needs, expected future cash flows, client service
requirements, the complexity of the client’s investment profile, size of asset pool, and the full
extent of the client’s relationship with us, among other factors.
Fees are negotiable and may be modified or changed by Upholdings upon advance written notice
to the client, in accordance with the terms of the Investment Advisory Agreement.
Comparable Services
Upholdings believes that the charges and fees offered for its investment advisory services are
competitive with alternative programs available through other firms offering a similar range of
services. Lower fees for comparable services may be available from other sources. Upholdings’
objective is to see that financial advice provided to each client remains at all times in the client’s
best interest.
Fee Terms
Upholdings shall deliver a Form ADV Brochure and Supplement to every client or prospective
client. When a client has not received a copy of the Form ADV Brochure and Supplement at
least 48 hours prior to signing an agreement, the client has five business days in which to cancel,
with no penalty, or for a full refund (if any fees were prepaid).
Variation of Fees
Upholdings does not impose a minimum account size, although the adviser reserves the right to
do so on a case-by-case basis, if such a minimum is necessary to assist clients in achieving their
investment objectives. Clients are subject to Upholdings' investment advisory fee schedule in
effect at the time the client enters into the investment advisory relationship, and/or executes its
Investment Advisory Agreement. Therefore, fee schedules may differ among clients.
Cash Balances in Client Accounts
Upholdings considers cash to be an asset class. During periodic portfolio reviews, Upholdings
will generally discuss upcoming cash flow needs with each client and seeks to plan accordingly
to meet those needs.
B. Deduction of Fees
Upholdings may, as authorized by clients, direct each client’s account custodian to debit from the
client’s account and pay Upholdings the investment advisory fee due from the client. In
connection with this process, the adviser shall:
● Initially obtain written authorization from the client permitting Upholdings’ fees to be
paid directly from the client’s account.
● Communicate with each client’s custodian regarding the amount of fee to be paid to
Upholdings on the client’s behalf (the “fee invoice”).
● Ensure that the independent custodian agrees to send the client, at least quarterly, a
statement indicating all amounts disbursed from the account.
● Upholdings will deliver a fee invoice to each client for the amount equal to the advisory
fee due from the client for payment along with the calculation formula.
C. Other Fees and Expenses
Exchange-Traded Fund and Mutual Fund Fees
All fees paid to Upholdings for investment advisory services are separate and distinct from the
fees and expenses charged by Exchange-Traded Funds (“ETFs”) or Mutual Funds to their
shareholders. These fees and expenses are described in each ETF or Mutual Fund prospectus.
These fees will generally include a management fee, other fund expenses, and a possible
distribution fee. If the ETF or Mutual Fund also imposes sales charges, a client may pay an
initial or deferred sales charge. Upholdings will seek to select the most cost-efficient ETFs and
Mutual Funds that meet each client’s needs.
Alternatively, clients generally can invest in an ETF or Mutual Fund directly, without our
services and expertise, thereby limiting their expenses while prospectively increasing suitability
risk. Accordingly, the client should review both the fees charged by the ETFs/Mutual Funds and
Upholdings’ investment advisory fees to fully understand the total amount of fees to be paid by
the client and to thereby evaluate the services being provided.
Additional Fees and Expenses
In addition to our investment advisory fees, clients are also responsible for the fees and expenses
charged by custodians and imposed by broker-dealers, including, but not limited to,
commissions, bid-ask spreads, and any transaction charges imposed by the custodian or broker-
dealer with whom we effect transactions for the client's account(s). Regulators, exchanges, and
other third-party facilitators involved in the execution and settlement processes of traded
securities may also impose nominal fees which are borne directly by our clients. Upholdings
does not receive any portion of these commissions, fees, and costs. Please refer to Item 12
(Brokerage Practices) which further describes the factors that Upholdings considers in selecting
or recommending broker-dealers for client transactions and determining the reasonableness of
their compensation (e.g., commissions).
D. Advance Fees; Refunds
The Investment Advisory Agreement may be canceled at any time, by either party, in accordance
with the terms set forth in the Agreement.
For partial periods, fees are prorated for the number of days in which assets are under
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