Item 5: Fees and Compensation
Compensation – Wealth Management Services
Our fee for wealth management services is based on a percentage of the assets under
management is set forth in the following fee schedule:
Account Assets Under Management Annual Fee
First $2,000,000 1.30%
Household Assets
Above $2,000,000 1.00%
Held Away Retirement
Accounts All Amounts 0.50%
*Legacy clients may be subject to a different fee schedule.
The above annual fee schedule for Household Assets is applied on a "blended fee" basis. For
example, if a Household Asset account has a balance of $3,500,000, the first $2,000,000 will be
assessed at 1.30%, the next $1,500,000 will be assessed at 1.00%. Any amounts in a Held Away
Retirement Account will not be counted toward the balance of Household Assets and will be
assessed at 0.50%.
The fee will be charged quarterly, in advance, on a pro rata basis commencing on the day the
Household Assets (as defined below) are designated to us for management. For example, if a
Household Asset account has a balance of $1,000,000 at the beginning of the quarter, and an
additional investment of $500,000 was made on the 30th day, the fee would be assessed at 1.30%
on $1,000,000 for the full quarter, and an additional 1.30% on $500,000 for 60 days out of the
full quarter. For purposes of quarterly billing, the $500,000 in the example above will be
designated as “New Money” on your quarterly billing statement. These partial period Fees will
be billed at any time after the new deposit or as late as the next quarterly billing date. Cash or
asset withdrawals during a quarter will not result in a reduction of management fees for the
relevant quarter.
Held Away Retirement Accounts will be valued as of the most recent statement from the external
custodian.
For Held Away Private Fund Assets (which are included in Household Assets), the most recent
valuation provided by the applicable external manager will be used for fee billing, adjusted as
necessary for distributions.
Household Assets are defined as all accounts designated for management by Vodia Capital, LLC
associated with or connected to the applicable client, including Held Away Private Funds.
Household Assets for the purposes of this Fee calculation do not include (i) Held Away
Retirement Accounts, as defined below, or (ii) assets held by Vodia Ventures Fund I, LP, Vodia
Ventures Fund II, LP and VV-Cryoocyte Fund, LP (the “Venture Funds”), which will be subject
FH10741396.5
to the fees set forth in each Venture Fund’s underlying documentation.
Generally, our fee will be directly debited from your account through the qualified custodian
holding your funds and securities. However, in limited circumstances, we may arrange for our
fees to be paid by check as invoiced.
In the event that we have made investments into Private Funds (such as Private Equity or
Venture Capital), the management fee on those Household Assets is withdrawn directly from
your liquid account held with our custodian. As a result, the amount billed to your custodial
account will be in excess of the rate set forth above, as Household Assets included these non-
custodied Private Fund assets (“Held Away Private Funds Assets”). Held Away Private Fund
Asset billing will be detailed on your quarterly billing statement from the custodian.
For Discretionary Assets in Retirement Accounts (such as 401(k) or 403(b)) which are not held
with our custodian (“Held Away Retirement Accounts”), the asset-based fee is billed on a quarterly
basis, in advance, based upon the market value of the Held Away Retirement Account, including
cash, on the last day of the previous quarter. In some cases, we may bill on held-away assets in
arrears, should information on the account values not be available on the first day of the quarter.
The management fee on Held Away Retirement Accounts is withdrawn directly from your liquid
account held with our custodian. This “Held Away Retirement Account” billing will be detailed
on your quarterly billing statement, including to the extent any Held Away Retirement Account
Assets are being billed in arrears.
The wealth management agreement may be terminated upon 30 days written notice to the other
party. You will incur a pro rata charge for services rendered prior to the termination of the wealth
management agreement, which means you will incur advisory fees only in proportion to the
number of days in the quarter for which you are a client. If you have pre-paid advisory fees that
we have not yet earned, you will receive a prorated refund of those fees.
Financial Planning Services
Under certain circumstances we may, by agreement with a client, choose to charge a fixed fee for
financial planning services, which generally range between $500 - $4,000. The fee is payable in
quarterly installments as invoiced. Should the engagement last longer than six months between
acceptance of the financial planning agreement and delivery of the financial plan, any prepaid
unearned fees will be promptly returned less a pro rata charge for bona fide financial planning
services rendered to date.
The financial planning agreement may be terminated by providing written notice. You will incur
a pro rata charge for services rendered prior to the termination of the agreement, which means
you will incur advisory fees only for the services rendered.
Cash Balances
Some of your assets may be held as cash and remain uninvested. Holding a portion of your assets
in cash and cash alternatives, i.e., money market fund shares, may be based on your desire to
FH10741396.5
have an allocation to cash as an asset class, to support a phased market entrance strategy, to
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