Item 5 – Fees and Compensation
Investment Management and Advisory Services
Windham generally charges each Private Fund client a fee based on a percentage of the
aggregate market value of the client’s account. That percentage is generally 1.00 percent per
year. In certain cases, the client and Windham negotiate a higher or lower fee rate, depending in
whole or in part on the amount of assets to be managed, the amount and complexity of client-
specific investment guidelines, special reporting, and other matters agreed to with the client.
Windham also offers certain clients tiered fee schedules based on the assets Windham manages
for the client, and these “breakpoint” fees vary by client.
Fees are calculated and deducted from the client accounts automatically on a quarterly
basis by the Fund Administrator.
In addition to the management fees, the Commodity Fund is charged a 10% performance-
based fee, subject to a high-water mark. The management fee is calculated and payable monthly,
in advance, as of the first day of each month. The management fee is assessed based on the
investor capital account balance as of the first business day of each month, taking into account
capital activity as of such date. The Private Funds directly pay or reimburse Windham for all
organizational, operating, and investment-related expenses. Windham reserves the right to waive
its right to reimbursement, at its discretion. The nature of these expenses is further described in
the Private Funds’ applicable offering memoranda.
Fees and Client Expenses, Generally
All fees charged by Windham are exclusive of brokerage commissions, custody fees,
transaction fees, and other related costs and expenses, which are the responsibility of the client
unless Windham, in its sole discretion, decides to bear the fee. See “Item 12 - Brokerage
Practices” for further information.
Some of the other types of fees and expenses that usually will be paid by a private fund
are: auditing fees and costs; custodial fees and costs; banking fees and costs;
franchise taxes and entity formation and maintenance fees; legal expenses; third party due
diligence expenses; securities and “blue sky” filing fees; an allocable portion of the costs
(including third party service fees) related to recording, managing and reporting of
accounting, tax and financial information, investor subscription processing, cash calls and
distributions; fees and costs related to asset management information technology and
software; fees and costs related to anti-money laundering and other regulatory
compliance; expenses related to roadshows and offering related activities; certain
placement fees; postage and travel expenses. Please review the subscription documents for a
more detailed accounting of the applicable expenses that may be born by the Private Funds.
Other Forms of Compensation Received By Windham Capital
Windham Capital Management, LLC
Form ADV, Part 2A
July 10, 2024
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Through its Windham Labs division, Windham licenses proprietary software products to
third parties and receives a fee for those licenses. Windham also provides consulting services
related to research as part of a relationship with State Street Bank and Trust Company. These
services are further described in “Item 10 - Other Financial Industry Activities and Affiliations.”
From time to time, Windham provides other research consulting services and receives payments
related to publishing thought leadership research documents.
We also have an arrangement whereby we receive compensation from GenTrust, LLC, an
investment adviser who has purchased a number of Windham’s previous separately managed
account business, and has licensed some of our data for managing those portfolios.