Item 5 Fees and Compensation
Investment Management Fees (based on percentage of assets under management)
Usonian investment management fees are generally based on a percentage of assets under
management (see table below), and exclude costs that may be imposed by custodians, broker-
dealers and other third-party managers. These additional costs may include custodial fees,
brokerage commissions, transaction fees, odd lot differentials, transfer taxes, wire transfer and
electronic fund fees, other miscellaneous fees and taxes on brokerage accounts and securities
transactions and other related costs and expenses. Additionally, securities traded on a non-U.S.
exchange may incur additional fees and expenses.
Usonian reserves the right to negotiate investment management fees with its clients and charge a
higher or lower fee than the fee schedule described below. Investment management fees are set
forth in Usonian’s investment management agreement, which is executed with each new client.
Usonian’s investment management fee is typically billed and payable quarterly in arrears of services
rendered, based on a calendar quarter, unless the client directs otherwise. For accounts opened
during a quarter, the initial investment management fee is pro-rated.
It is the general policy of Usonian that securities for which market quotations are readily available be
valued at their market value and that other securities be valued in good faith at their fair value.
Clients’ custodians or consultants may use a different pricing source to value a client’s account. Due
to some disparities among third party pricing vendor security prices, account values as reported by
Usonian, custodians and/or consultants may vary.
In most cases, Usonian will generate an invoice quarterly in arrears and submit that invoice either to
the client or a client’s designated agent for payment.
Clients may elect to permit Usonian to deduct investment management fees from the client’s
custodial accounts electronically. In such circumstance, Usonian will also deliver an informational
copy of the invoice to the client or his/her designated agent. Such accounts are held in custody by a
third-party bank or brokerage of each client’s choosing. In these situations, Usonian will make due
inquiry in order to form a reasonable basis for believing that clients’ custodians will deliver a periodic
account statement directly to clients at least quarterly, and that the statements will include the
amount of funds and of each security at the end of the period and set forth all transactions that took
place in the client’s accounts during the period covered, and reflect any investment management
fees deducted and paid to Usonian. Clients are encouraged to review their custodial account
statement for accuracy and compare it to the reports sent by Usonian. Should there be any
discrepancies, clients should rely on the information in their custodian’s account statement.
Fee Schedules for Separately Managed Accounts.
The following investment management fees are charged on separately managed accounts invested
in the following products:
Strategy Assets Under Management Annual Fee Rate
Japan Value First $20 million Assets 1.25%
> $20 million 1.00%
Private Fund Fees
Usonian provides services as the general partner of the Private Fund and as the investment adviser
pursuant to an investment advisory agreement. Pursuant to the terms of the investment advisory
agreement, Usonian receives an investment management fee from the Private Fund for managing
the investment portfolio. Investment management fees for the Private Fund are 1.25% per annum.
The Private Fund’s Offering Materials provide a description of investment management fees and
other expenses.
When requested, related client accounts may be aggregated to determine a client’s separately
managed account investment management fee breakpoints. Although client assets invested in the
Private Fund may be included in the client’s asset totals for such aggregation, the investment
management fees charged to clients in the Private Fund will not be affected by any breakpoints that
may be determined to apply to clients for whom Usonian manages separate accounts.
UCITS Fees
Investment management fees for the UCITS are described in the UCITS Offering Documents.
Other Fees and Expenses
Clients should understand that the different investment management fees discussed above are
specific to Usonian’s fees only and do not include certain charges imposed by third parties such as
custodial fees and expenses. Client assets also are subject to transaction fees, brokerage fees and
commissions, retirement plan administration fees (if applicable), odd-lot differentials, transfer taxes,
wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities
transactions.
Clients should understand that all custodial fees and any other charges, fees and commissions
incurred in connection with transactions for a client’s account are generally paid out of the assets in
the account and are in addition to the investment management fees charged by Usonian. Please
refer to Item 12 of this Brochure for additional important information about Usonian’s brokerage and
transactional practices, including considerations for selecting broker-dealers for client transactions.
Clients should review the fees charged to their account(s) to fully understand the total amount of all
fees charged. Clients should understand that lower fees for comparable services may be available
from other investment advisory firms.
Additional Information Regarding Our Fees
Usonian has waived or reduced and may, in the future, waive or reduce the investment management
fee with respect to any client, or with respect to any individual investor in the Private Fund, including
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