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Item 3: Table of Contents
Advisory Fees
We provide investment management services for an annual fee based upon a percentage of the value of assets
under management (“Management Fee”). The Management Fee is exclusive of, and in addition to brokerage
commissions, transaction fees, and other related costs and expenses which are incurred by the client. We do not,
however, receive any portion of these commissions, fees, and costs. The Management Fee is prorated and charged
quarterly, in advance, based upon the market value of the assets being managed as of the last day of the previous
quarter. The Management Fee varies between 0.50% and 2.00% depending upon the market value of the assets
managed and the type of services to be rendered.
If deposits or withdrawals in excess of $100,000 are made after inception of a billing period, the fee payable with
respect to those assets will be prorated to reflect the change in portfolio value. For the initial billing period, the
fee will be calculated on a pro rata basis. In the event a client relationship is terminated, the fee for the final billing
period will be prorated through the effective date of termination and the unearned portion will be refunded to
the client, as appropriate.
In our sole discretion, we may negotiate to charge a lesser fee based upon certain criteria (i.e., anticipated future
earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts,
account composition, pre-existing client, account retention, pro bono activities, etc.).
Additional Fees and Expenses
In addition to and exclusive of the advisory fees, clients may incur certain charges imposed by other third parties,
such as broker-dealers, custodians, trust companies, banks and other financial institutions. Brokerage practices
are described in Item 12 below. Additional charges may include securities brokerage commissions, transaction
fees, custodial fees, charges imposed directly by a mutual fund or ETF, as disclosed in the fund’s prospectus (e.g.,
fund-related management fees and other expenses), deferred sales charges, odd-lot differentials, transfer taxes,
wire transfer and electronic fund fees and other fees and taxes on brokerage accounts and securities transactions.
Fee Debit
Clients will generally provide us with authority to directly debit advisory fees from their accounts. The qualified
custodians for the client accounts have agreed to send statements to the clients no less than quarterly that details
all account transactions, including payment of our advisory fees.
Account Deposits and Withdrawals
Clients may make deposits and withdrawals to/from their account at any time, subject to our right to terminate
the account. Deposits may be in cash or securities provided that we reserve the right to liquidate any transferred
securities or decline to accept particular securities deposited into the account. Clients may make a withdrawal
after providing us with prior notice and subject to the usual and customary securities settlement procedures.
However, since we design the portfolios as long-term investments, such withdrawal may impair the achievement
of the client’s investment objectives. We may consult with clients about options and implications of transferring
securities. Clients are advised that when securities transferred in are liquidated, they may be subject to transaction
fees, fees imposed directly by mutual fund or ETF (i.e., contingent deferred sales charge) and/or tax ramifications.
We may also render investment management services to certain qualified clients for a performance-based fee
(“Performance Fee”) with the requirements set forth in applicable laws, rules, and regulations. For those who are
qualified, the Performance Fee is charged in addition to the Management Fee. The Performance Fee is charged