Item 5 Fees and Compensation
Investment Advisory Services
Discretionary IA Services
The Firm's fees for discretionary IA services are based upon the value of the assets that RTWM
oversees. The fees are payable quarterly in arrears or in advance, and are calculated based upon the
value of the assets in the accounts on the last business day of each calendar quarter or as a fixed fee.
The fees that are charged are on gross asset value at the end of the quarter. This excludes any margin
balances, if applicable. Upon termination of agreement, any prepaid, unearned fees will be promptly
refunded. All new clients are synchronized to calendar quarters and partial quarters will be pro-rated
based on actual days in the quarter. Fees will be prorated for significant contributions or withdrawals
during a period, as appropriate.
RTWM may negotiate a fee related to performance if elected by the client and agreed to by RTWM,
and if the client qualifies for such an arrangement under Section 205(a)(1) of the Investment Advisers
Act of 1940 (the "Investment Advisers Act"). Such performance fee shall be governed by a separate
agreement between the client and RTWM.
The Firm's standard annual fee for discretionary IA services is below, subject to a $10,000 annual
minimum:
Tier Rate
First $1,600,000 1.25%
Next $3,400,000 0.90%
Next $5,000,000 0.70%
Over $10,000,000 0.45%
The Firm reserves the right to negotiate fees, as appropriate. Some clients pay more or less than
others depending on certain factors. The fees that RTWM charges for IA services are specified in an
agreement between RTWM and each individual client. Clients can choose to have discretionary IA
fees either automatically debited from their custodial accounts or separately invoiced.
In addition to the advisory fees paid to RTWM, clients will pay additional fees and expenses to other
financial institutions, such as custodians, broker-dealers, and third-party managers which could
include, as applicable, brokerage commissions and other transaction costs, management and other
fees charged by third-party managers, fees charged by mutual funds and ETFs (including, without
limitation, 12b-1 fees, operating expenses, and other fees and expenses) as reflected in the
prospectuses for such mutual funds and ETFs, fees and expenses associated with investments in
private funds (as reflected in the offering documents for such private funds), reporting charges,
account maintenance fees, wire fees, taxes, and other fees and expenses.
Private Funds
As described in Item 10 below, Steven Giacona and Robert Davis (partners of RTWM) are members of
CV Management GP, LLC ("CVGP") the general partner SPV for Countervailing Private Equity Fund,
LP ("CVPE"), a private equity fund of funds. CVGP, as general partner of CVPE, has engaged RTWM
as the investment adviser to CVPE, and has engaged the services of Rockit to provide fund
accounting, investor reporting, and tax preparation services for CVPE. Rockit is paid a separate
quarterly administration fee directly by the fund per contract terms.
Other expenses which may be incurred by CVPE but not paid to RTWM may include the costs of
buying and selling securities (e.g. trading commissions), custodial, transaction, tax preparation, audit,
compliance, other administrative fees, and investment management fees paid to independent
managers, private investment funds, ETFs, and mutual funds.
For IA clients, RTWM does not receive any additional investment advisory compensation from the
CVPE since the client's IA fee includes CVPE as an investment vehicle. For Non-IA Clients who invest
in CVPE, RTWM charges a fee of 0.75% (75bps) per annum based on committed capital. CVGP also
receives a performance-based fee from all partners of CVPE after each investor receives 100% of their
initial capital plus a preferred return of 8%. Investors will have their CVPE fees collected as part of
capital calls or separately invoiced.
CVPE is closed to new investors.
Non- Discretionary IA Services
The Firm's fees for non-discretionary IA services may be based upon the above fee schedule, a
different fee schedule, or a separately negotiated quarterly retainer.
The fees are payable quarterly in arrears or in advance, and are calculated based upon the value of
the assets in the accounts on the last business day of each calendar quarter or as a fixed fee. Upon
termination of agreement, any prepaid, unearned fees will be promptly refunded. All new clients are
synchronized to calendar quarters and partial quarters will be pro-rated based on actual days in the
quarter. Fees will be prorated for significant contributions or withdrawals during a period, as
appropriate. Clients can choose to have non-discretionary IA fees either automatically debited from
their custodial accounts or separately invoiced.
Other
RTWM and/or its employees do not accept compensation, including sales charges, service fees,
rebates, or commissions from any person, manager, or fund for the sale of securities or other
investment products.
As described in Item 10 below, RTWM is a minority member of Harmony Capital Associates, LLC, the
general partner and investment adviser to Harmony Capital Management, LP, ("Harmony"), a private
equity fund of funds. RTWM does not receive any management or referral fees from Harmony. As a
member of the general partner, the Firm may receive an incentive fee based upon the underlying
performance of Harmony after investors are returned 100% of their investment capital, plus a preferred
return of 6%, as stated in the offering documents. This fund is closed to new investors.
Financial Advisory Services
The Firm's FA services compensation is based upon the complexity of the engagement and the time
necessary to complete the project. Services are invoiced quarterly in advance for the duration of the
engagement. Upon termination of agreement, any prepaid, unearned fees will be promptly refunded.
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