Item 5. Fees and Compensation
Compensation and Billing. All investors should review the Governing Documents for each Trevi Fund in
conjunction with this brochure for complete information on the fees and compensation payable with
respect to a Trevi Fund.
Private Equity/Venture Capital Funds. The Trevi private equity/venture capital funds pay a management
fee, payable semi‐annually in advance. During the investment period, the annual management fee is
generally equal to 2.5% of total capital commitments. Following the investment period, the
management fees are generally equal to 2.5% of the aggregate capital contributions relating to
unrealized investments as of the beginning of any quarter. In general, the general partner of each Trevi
Fund will receive a 20% carried interest in the profits after return of total capital contributions (including
fees and expenses). There is also a customary clawback provision. The general partners of the Trevi
Funds make capital calls on investors for their pro rata share of Fund expenses (including management
fees) on a semi‐annual basis. However, management fees are payable by a Trevi Fund less than six
months in advance. Following the dissolution of a Trevi Fund, the general partner of the Trevi Fund will,
in accordance with the Governing Documents, make a final allocation of all items of income, gain, loss
and expense. After the payment or provision for payment of all liabilities and obligations of a Trevi
Fund, the remaining assets, if any, will, in accordance with the Governing Documents, be distributed
among the investors.
Hedge Funds. The Trevi hedge funds pay on a monthly basis, in advance, a management fee, generally
equal to 0.125% (1.5% per annum) of its net asset value (exclusive of any interim accrual for the
Incentive Allocation (as defined below)) as of the first business day of the relevant calendar month. The
management fee is payable by the Trevi Funds on or about the first business day of each calendar
month. The incentive allocation (the “Incentive Allocation”) is equal to 20% of the relevant Trevi Fund’s
net capital appreciation (including realized and unrealized gains and losses), calculated after deduction
of the management fee (and other Trevi Fund expenses) and adjusted to reflect additions to, and
deductions from, an investor’s assets during the relevant period. Incentive Allocation is calculated on a
cumulative or annual “high‐watermark” basis. Thus, any deficiency in performance for a period may
have an offsetting effect on the Incentive Allocation (but not other compensation) for subsequent
periods until fully offset by future gains. Adjustments to high‐watermarks will be made to reflect
subsequent withdrawals of capital prior to the elimination of the high‐watermark. The Incentive
Allocation for each investor shall be determined on an annual basis as of the last business day of each
fiscal year (or, in the case of a redemption at any time other than on the last business day of each fiscal
year, as of the date of redemption), debited to the account or sub‐account maintained for such investor
and credited to the capital account of the general partner at the master fund level.
For an additional discussion regarding performance‐based compensation, please refer to Item 6 –
Performance‐Based Fees and Side‐by‐Side Management.
Other Fees and Expenses. Trevi Funds (and, indirectly, investors therein) may also incur other fees and
expenses, including (1) commissions, (2) indemnification obligations and expenses, (3) commercial
banking, accounting, auditing, tax advisory, legal, external consulting, and custodial fees, (4) brokerage
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and other transaction costs and (5) certain other fees and expenses that may be authorized under a
Trevi Fund’s Governing Documents, which are in addition to Trevi’s investment management/advisory
fees and any performance‐based compensation described above. For additional discussion regarding
transactions costs, please refer to Item 12 – Brokerage Practices.
Other Compensation. From time to time, Trevi may receive compensation from Trevi Fund portfolio
companies in connection with their services to such companies. Such compensation is generally
received directly by Trevi, which may then provide offsetting credits or makes payments to the relevant
clients. Any such compensation is paid at the standard rate otherwise payable (e.g., to an unaffiliated
third party) by the portfolio company and may not be dependent on the performance of the portfolio
company (except to the extent that such compensation includes securities of the company) or the size
of the investment in the portfolio company by Trevi and its clients.