Towle & Co

Item 5 Fees and Compensation

Towle Value Strategy
       Separately Managed Account Fees
Management fees for separately managed accounts are based upon the value of the assets in the account and
are payable quarterly in arrears according to the following schedule. Towle reserves the right to negotiate fees

when appropriate. Specific fee terms for each client are stated in the client’s investment management
agreement with Towle. At Towle’s discretion, related client accounts may be consolidated to aggregate
account values for fee calculations.

                              Account Assets                  Annual Rate
                             First $25 million                  1.00%
                            Second $25 million                  0.90%
                             Over $50 million                   0.80%
Fees for separately managed accounts are calculated as a percentage of the account value minus any assets
invested in affiliated Registered Funds on the last trading day of each calendar quarter and payable at the end
of each quarter. For accounts that start or terminate during a quarter, the management fee is pro-rated for
the portion of the quarter the portfolio is managed. Clients may terminate the advisory relationship upon five
(5) days’ written notice and within five (5) business days of signing the investment management agreement.
Fees will be invoiced directly or debited from the account in accordance with the client’s written
authorization. If Towle is permitted to deduct management fees electronically, we will also deliver an
informational copy of the invoice to the client. Accounts managed by Towle are held in custody by a third-
party custodian (such as a bank or broker-dealer) of a client’s choosing. At least quarterly, custodians will
deliver an account statement directly to clients. The statements will include all transactions that took place in
the account during the period covered and reflect any fees deducted and paid to Towle. Clients are
encouraged to review their custodial account statement for accuracy and compare them to the reports
received from Towle. Should there be any discrepancies, clients should rely on the information in their
custodian’s account statement.
       Registered Funds Fees
Specific management fee and related expense information can be found in the prospectus and statement of
additional information for each Registered Fund. The fees are based on the portion of fund assets managed by
Towle, which are calculated by each Registered Fund.
       Partnership Fees
In its capacity as investment manager, Towle receives a management fee based on the amount of assets under
management in each Partnership and as disclosed in the offering documents. Management fees and
performance-based fees (if any) are calculated by an independent, third party administrator, deducted from
each investor’s capital account, and verified annually by an independent auditor. Each Partnership’s general
partner reserves the right to negotiate fees with investors in the Partnerships when appropriate, typically in
the form of a side letter, which is permitted in accordance with the Partnerships’ offering documents. More
information regarding performance-based fees is located in Item 6.
       Wrap Program Fees
Clients participating in a single contract wrap fee program pay a single fee for the advisory fee, brokerage, and
custodial services. Clients’ portfolio transactions may be executed without commission charges. In evaluating
such an arrangement, each client should also consider that, depending upon the wrap fee charged by the

Program Sponsor, the amount of portfolio activity in the client’s account and other factors, the wrap fee may
or may not exceed the aggregate cost of such services if they were to be provided separately. Clients
participating in these programs should refer to the Program Sponsors’ ADV and agreements for information
regarding additional fees and expenses. Management fees for the single contract wrap fee program are
calculated by the Program Sponsor. Towle does not invoice the wrap fee program client. It is the Program
Sponsor’s responsibility to handle collection of client fees. Towle is compensated directly by the Program
Sponsor based upon the assets managed within this relationship. The Program Sponsor bills fees in advance. In
the event the client terminates its contract before the end of the billing period, the client is refunded any
prepaid fees from the Program Sponsor.
       Model Delivery Program Fees
Towle’s fees for providing a Model to the Sponsor are negotiated on a program-by-program basis and may
vary depending on the amount of assets allocated to Towle in the program and other criteria.
Towle I/O Strategies
       Separately Managed Account Fees
Management fees for separately managed accounts are based upon the value of the assets in the account and
are payable quarterly in arrears according to the following schedule. Towle reserves the right to negotiate fees
when appropriate. Specific fee terms for each client are stated in the client’s investment management
agreement with Towle. At Towle’s discretion, related client accounts may be consolidated to aggregate
account values for fee calculations.
                             Account Assets                   Annual Rate
                             First $10 million                  0.35%
                             Next $10 million                   0.30%
                             Next $10 million                   0.25%
                             Next $10 million                   0.20%
                             Over $40 million                   0.15%
Fees for separately managed accounts are calculated as a percentage of the account value minus any assets
invested in affiliated Registered Funds on the last trading day of each calendar quarter and payable at the end
...

Item 7 Types of Clients

Towle manages investment portfolios on a discretionary basis for individuals, high net worth individuals,
institutions that include pensions and profit-sharing plans, charitable organizations, government entities,
trusts, and pooled investment vehicles that include registered funds, and private investment funds. From time
to time, Towle also provides services to other financial institutions that include private non-discretionary,
model-delivery services as described herein.
The advertised minimum to open a Towle Value separately managed account is $3,000,000, and Towle I/O is
$5,000,000, which Towle may waive or lower in its sole discretion. The Partnerships have established
minimums for initial and subsequent investments, which are fully described in their offering documents.
Registered Funds outline their minimum investment levels in their respective prospectuses.