Advisory Services and Fees
Ridgeback Capital Management was formed in January 1999 and is owned by Michael C. Kuznicki
who serves as President and Chief Compliance Officer (“CCO”). Ridgeback Capital Management
provides investment advisory services to its Clients by effecting purchases and sales of mutual
fund shares and individual securities in its Clients’ accounts. In providing such services, Ridgeback
Capital Management may advise directly and/or invest Clients' funds through other investment
advisers, money managers, and/or investment companies.
Frontier Asset Management, LLC. (“Frontier”)
Ridgeback Capital Management offers its Clients access to mutual fund portfolios provided and
managed by Frontier. As a Sub-Adviser, Frontier offers investment management services primarily
through portfolios managed within a specific framework of return objectives and limits on risk.
This allows Ridgeback Capital Management to assist Clients in selecting a portfolio consistent
with their goals, preferences and tolerance for risk. Frontier’s portfolios primarily consist of
portfolios in two categories, Globally Diversified and Alternative Strategies.
Globally Diversified Portfolios consist of Global Opportunities, Long-Term Growth, Moderate
Growth, Balanced, Conservative, Capital Preservation and Short-Term Reserve. These portfolios
are constructed using 16 asset classes and are designed to satisfy the “core portfolio” needs of
investors at defined risk levels. For most of these portfolios, there are set asset allocation ranges
for each major asset class group.
Alternative Strategies Portfolios consist of Focused Opportunities, Absolute Return Plus and
Absolute Return. Alternative Strategies may be broadly diversified, but since there are no asset
class constraints on our Alternative Strategies, they may, at times, be more narrowly concentrated
than our Globally Diversified portfolios.
Frontier will manage portfolios for Clients on a discretionary basis in accordance with the
Investment Policy Statement or equivalent document, specific to each Client. As detailed above,
the portfolios will consist of mutual funds unless otherwise agreed. Frontier conducts ongoing
research regarding mutual funds and will select mutual funds specific to each Client. Frontier
monitors each account on an ongoing basis and will purchase or sell mutual funds on a
discretionary basis consistent with the investment policies of each account. Frontier also prepares
materials periodically to assist Ridgeback Capital Management in conducting periodic portfolio
reviews of each Client account.
Frontier, as sub-advisor, charges an annual fee to manage its mutual fund portfolios on a
discretionary basis. Frontier requires payment in advance at the beginning of each calendar quarter.
Accounts are debited shortly after the beginning of each quarter, based on the value of the account
on the last day of the preceding quarter. Frontier’s fee, as sub-advisor, does not include brokerage
transaction fees associated with purchases and sales of mutual funds for the account.
Mutual funds purchased for client accounts charge internal management fees and incur expenses
that are deducted from the assets of the fund. These fees and expenses are in addition to Frontier’s
fees. Upon written notification, the Frontier relationship agreement may be terminated by either
Ridgeback Capital Management or Client. Prorated fee refunds are given for accounts that are
terminated during a quarter for fees that were charged in advance but not earned.
Smith Group: Principal Investment Strategy: Large Cap Focused Equity
Smith Asset Management Group’s research has shown that companies that can sustainably grow
earnings faster than expected will outperform. Because investors delay recognition of change, this
phenomenon of unexpected earnings growth — the earnings expectations gap — will persist. Smith
Group uses quantitative and qualitative analysis to implement a repetitive, multi-step engineering
approach to portfolio management designed to identify high quality, reasonably valued companies
that Smith Group believes are poised to deliver an earnings growth rate in excess of investor
expectations. The common characteristic of all portfolio holdings is Smith Group’s proven ability
to identify companies capable of generating unexpected earnings growth. Smith Group constructs
and monitor portfolios to maintain an appropriate level of diversification by sector and industry.
Fundamental characteristics such as valuation, earnings quality and growth potential are managed
in relation to portfolio risk, benchmark relative exposures and historical alignment. The Smith
Group Large Cap Focused Equity strategy will generally invest in a portfolio of 35-45 common
stocks that Smith Group believes offers the best potential for earnings growth with the lowest risk
of negative earnings surprises. Stocks may be sold if they exhibit negative investment or
performance characteristics, including: a negative earnings forecast or report, valuation concerns,
deterioration of financial and earnings quality or announcement of a buyout.
Smith Group will manage portfolios for Clients on a discretionary basis in accordance with
the Investment Policy Statement or equivalent document, specific to each Client. As detailed
above, the portfolios
will consist of stocks unless otherwise agreed. Smith Group conducts ongoing
research regarding stocks and will select stocks specific to each Client. Smith Group monitors each
account on an ongoing basis and will purchase or sell stocks on a discretionary basis consistent
with the investment policies of each account. Smith Group also prepares materials periodically to
assist Ridgeback Capital Management in conducting periodic portfolio reviews of each Client
account.
Smith Group, as sub-advisor, charges an annual fee to manage its stock portfolios on a
discretionary basis. Smith Group requires payment in arrears at the beginning of each calendar
quarter. Accounts are debited shortly after the beginning of each quarter, based on the value of the
account on the last day of the preceding quarter. Smith Group’s fee, as sub- advisor, does not
include brokerage transaction fees associated with purchases and sales of stocks for the account.
These fees and expenses are in addition to Smith Group’s fees. Upon written notification, the Smith
Group relationship agreement may be terminated by either Ridgeback Capital Management or
Client. Prorated fees are collected for accounts that are terminated during a quarter for fees that
were not charged but not earned.
Ridgeback Asset Management with Schwab
Ridgeback Capital Management will assist Clients in choosing an appropriate program based on
Client’s individual goals and to accomplish Client’s investment objectives. Ridgeback Capital
Management may perform asset allocation and mutual fund/securities selection services for its
Clients. Certain Clients of Ridgeback Capital Management may participate in the Managed
Account Program as offered by Ridgeback Capital Management. Ridgeback Capital
Management will not maintain custody of the property in Clients’ accounts; Client will enter an
agreement with Schwab ("the Custodian") under which the Custodian will maintain custody of the
property in the accounts.
Clients in the Managed Account Program will be charged an annual fee that will be charged
quarterly in advance (the “Advisory Fee”) based on a percentage of assets under management
and based on actual days in the previous quarter. See Ridgeback Capital Management’s standard
fee in Item 5 below. The Advisory Fee does not include any bank fees, margin interest, national
securities exchange fees, wire transfer fees or other costs or fees associated with securities
transactions or required by law. Clients’ funds awaiting investment may be placed in a
money market fund; Ridgeback Capital Management’s fees do not include any internal fees
and expenses of any money market fund. Money market funds may be affiliated with the
Custodian. Accounts with funds invested in mutual funds will bear a proportionate share of the
fund’s internal fees and expenses, which are not included in Ridgeback Capital Management’s
fees. Clients should review all fees and expenses charged by mutual funds, Ridgeback Capital
Management, and others to fully understand the total amount of fees and expenses the Client will
pay.
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Third Party Money Manager Programs
Ridgeback Capital Management may enter into advisory agreements with other registered
investment advisers to offer advisory services of the other adviser. Under this agreement, a portion
of the fees paid may be shared with Ridgeback Capital Management. Ridgeback Capital
Management will perform continuous due diligence review and executed agreements will be on
file for these arrangements. This advisory agreement will be disclosed by Ridgeback Capital
Management at the time the service is provided to Clients by delivery of the Form ADV Part 2A
for the applicable advisory firm.
Miscellaneous Advisory Services
Additionally, on an occasional basis, Ridgeback Capital Management may provide Clients with
miscellaneous investment advisory services, such as financial planning and investment selection,
with regard to assets or matters that are not subject to management or supervisory agreement. Such
relationships will be documented in writing and Ridgeback Capital Management will charge an
hourly rate of between $150 and $250 per hour for such services.
Termination of Agreements
Clients are required to sign an investment advisory agreement with Ridgeback Capital
Management. The agreement provides that it shall be continuous until one party to the agreement
terminates it. Each agreement provides that the Client may terminate the agreement within five
business days of its effective date without paying any fees or penalties to Ridgeback Capital
Management. The agreement also provides that once the initial five-day period has passed, either
party to the agreement may terminate the agreement at any time by providing written notice to the
other party and any unearned fee will be returned to the client.
Ridgeback Capital Management does not have discretionary authority for any of the assets it
directly manages. In addition, Ridgeback Capital Management does not have discretion to
substitute third-party managers in these third party managed accounts. Any third-party manager
used by the client, however, will maintain trading discretion over the respective account. As of
December 31, 2023, the Firm had approximately $186,814,196 in assets under management.