Item 5: Fees and Compensation
A. Management Fees
Pursuant to the terms of the investment management agreement with the Funds, TCG is entitled
to receive as compensation for its advisory services a management fee (“Management Fee”)
based on the net assets of the Funds at a management fee rate ranging from 1.25% to 1.5% per
annum depending on the class of interest. In addition, an affiliate of TCG is entitled to a
performance-based incentive allocation which is further described further in Item 6.
While TCG’s policy is that its fees are not negotiable, TCG reserves the right to waive, reduce or
calculate differently its Management Fee for certain investors in its sole discretion. In particular,
certain affiliates or employees of TCG that are investors in the Funds do not pay management
fees.
While TCG does not ordinarily expect to earn other fees or income (“Ancillary Fees”) from
services provided or related to portfolio investments or in connection with portfolio investments
or prospective portfolio investments, such as, without limitation, advisory fees, due diligence
fees, structuring fees, servicing fees, directors’ fees, break-up fees or any similar fees, such
Ancillary Fees will not reduce the performance based incentive allocation or Management Fee.
B. Timing of Fee Payments
Management Fees are paid quarterly in advance and may be deducted from the Funds’ assets and
to the extent that an incentive allocation based on investment performance is earned, the Master
Fund will reallocate from each series capital account to the capital account of the General Partner
of the Master Fund at the end of each fiscal year.
C. Additional Fees and Expenses
Investors in the Funds will not only bear TCG’s fees, but also other fees and expenses of the
Funds which are more fully outlined in the private offering and/or governing documents of each
Fund. Such expenses shall generally include, without limitation, the Management Fee;
investment expenses (such as brokerage commissions, expenses relating to short sales, clearing
and settlement charges, custodial fees, bank service fees and interest expenses, proxy solicitation
expenses, voting service providers); investment-related travel expenses, professional or
consulting fees relating to investments or portfolio management; expenses associated with
research and brokerage services; fees and expenses relating to software tools, programs or other
technology utilized in managing the Funds; administrative expenses; legal expenses; external
accounting and valuation expenses; audit and tax preparation expenses; costs related to errors
and omissions insurance for the General Partner and the Firm; costs associated with reporting
and distribution of information to investors; entity-level taxes; corporate licensing; expenses
related to preparing and making regulatory and compliance filings (including Form PF)
associated with the Funds and their investment activities; organizational expenses; expenses
incurred in connection with the offering and sale of the Interests and other similar expenses
related to the Funds; indemnification expenses; and extraordinary expenses.
D. Pre-Paid Fees
Where Management Fees are paid in advance, they will be prorated for any subscription or
redemption by an investor that is effective other than as of the first or last day, respectively, of a
fiscal quarter.
E. Employee Compensation for Sales of Securities
Neither TCG nor any of its supervised persons accepts compensation for the sale of securities or
other investment products.