Item 5: Fees and Compensation
Fees for Portfolio Management Services
If a client determines to engage the Firm to provide Portfolio Management Services on a fee basis, the
client’s annual investment advisory fee shall be based upon a percentage (%) of the market value
of assets placed under the Firm’s management (between 0.25% and 1.00%) (the “Fee”).
Total Assets Under Management Annual Fee
$100,000 - $1,000,000 1.00%
$1,000,001 - $2,500,000 0.75%
$2,500,001 - $5,000,000 0.50%
$5,000,001 - And Up 0.25%
These Fees are generally negotiable, and the final fee schedule is included in the client’s Client
Service Agreement (the “CSA”). Fees are billed on a quarterly basis, in arrears, based on the average
daily balance for the prior quarter. Clients may terminate the agreement without penalty for a full
refund of WFLLC's fees within five business days of signing the CSA. Thereafter, clients may
terminate the CSA immediately upon written notice.
WFLLC will charge a minimum quarterly fee of $255.00 (the “Minimum Quarter Fee”), which will
be a flat fee for any household with an average daily balance of less than $102,000 AUM for all
their Accounts managed by the Firm during any quarter.
Clients may elect to have their Fee deducted from their custodial account, which are payable in
arrears. The CSA and the client’s custodial/clearing agreement may authorize the custodian to debit
the client’s account(s) for the amount of the Fee and to directly remit the Fee and to directly remit the
Fee to the Firm in compliance with regulatory procedures. In the event that the Firm bills the client
directly, payment is due upon receipt of the Firm’s invoice. WFLLC uses an average of the daily
balance in the client’s account(s) throughout the billing period, after taking into account deposits
and withdrawals, for purposes of determining the market value of the assets upon which the
advisory fee is based for the previous quarter.
As discussed below, unless a separately managed account the client directs otherwise or an individual
client’s circumstances require, the Firm shall generally recommend (i) Charles Schwab & Co., Inc.
(“Schwab”) and to a lesser degree (ii) Altruist Financial, LLC (“Altruist”) (clearing and custody
through Apex Clearing Corp.) to serve as the broker-dealer/custodian for client investment
management assets. Broker-dealers such as Schwab/Altruist may charge custodial fees and brokerage
commissions and/or transaction fees for effecting certain securities transactions (i.e. transaction fees
for certain no-load mutual funds, and commissions may be
charged for individual equity and fixed income securities transactions). In addition to the Fee,
brokerage commissions and/or transaction fees, clients will also incur, relative to all mutual fund and
exchange traded fund purchases, charges imposed at the fund level (e.g. Fee and other fund expenses).
The CSA between the Firm and the client will continue in effect until terminated by either party by
written notice in accordance with the terms of the CSA. Upon termination, the Firm shall debit the
account for the pro-rated portion of the unpaid Fee based upon the number of days that services
were provided during the billing quarter
Benefit Plan Services
For participant directed retirement plans, Fees will be billed at .75% per annum for consulting
advice as a percentage of assets under advisement. The Fee is used exclusively for consulting
services to 401(k) 401(A), 403(b), 457(b), and Money Purchase retirement plans.
Private Investment Fund Management Fee
For its services to the Partnership, the Investment Manager is entitled to receive a Management Fee
at an annual rate of either: (i) two and one-half percent (2.5%) of the Limited Partners not subject
to the performance allocation (as described in Item #6 below) or (ii) one and one-quarter percent
(1.25%) for Limited Partners who qualify as Qualified Investors subject to the performance
allocation (as described in Item #6 below) of the capital account balance of each Limited Partner.
Management Fees will be calculated and are payable quarterly in advance. Capital contributions
accepted after the commencement of a calendar quarter are subject to a pro- rated Management Fee
reflecting the time remaining in the quarter. In the event that a Limited Partner withdraws from
the Partnership prior to the end of a calendar quarter, such Limited Partner will not receive a
refund for the amount of Management Fees paid for the remainder of such calendar quarter. The
Investment Manager may reduce or eliminate the Management Fees with respect to any Limited
Partner in its sole discretion.
The Partnership will incur other expenses (in addition to the Management Fee described above and
the performance-based fee described in Item #6 below) from its operations and investment activities,
including, without limitation, brokerage and custodial fees and expenses (including expenses
relating to investment transactions, custody and prime brokerage feed, legal, accounting,
consulting, and other service provider fees; taxes, fees or other government charges levied against
the Partnership; expenses associated with the Partnership’s financial statements, tax returns and
Schedules K-1; expenses of advisory committees and annual meetings of the Limited Partners;
insurance; and extraordinary expenses (such as litigation, if any). The Partnership will also bear the
organizational and certain of the offering costs of the Partnership.
Under some circumstances, WFLLC may enter into agreements with certain Limited Partners to the
Partnership that may provide different terms to those Limited Partners. WFLLC may waive or
reduce its Management Fee and Performance-Based compensation (as defined in Item #6 below)
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