Item 5: Fees and Compensation
Fees
The applicable fees for the Private Fund are disclosed to investors in the offering documents of the
Fund. TVR and the Fund General Partner are generally entitled to receive management fees and
incentive compensation from the Private Fund with respect to the Private Fund’s investors (other
than any affiliated investor). The compensation by the Managed Account will be negotiated at the
time of the establishment of Managed Account and will be set forth in the applicable investment
management agreement governing the Managed Account. Such compensation may differ from that
set forth herein.
The management fee will be prorated in the event TVR does not remain the investment manager
or management company of the Private Fund for the entire calendar month. Provisions relating to
a prorated refund of Management Fees upon an investor’s redemption or withdrawal, if any, during
a calendar month are described in the offering memorandum for the Private Fund.
The management fee assessed to the Managed Account will be billed monthly in advance with a
prorated refund provided for the unearned portion of the management fee based on the number of
days remaining in the billing period at the time of termination.
Fee Methodology
As more fully described in the offering documents for the Private Fund, management fees will
generally be payable to TVR monthly in advance in an amount equal to 0.125% (1.5% per annum)
of the net asset value of their interests as of the beginning of the month. Management Fees may
be waived, reduced or calculated differently at the discretion of TVR.
Incentive allocations for the Private Fund will be assessed at the end of each Fiscal Year and upon
withdrawals and redemptions based on the net capital appreciation of an Investor’s interest at a
rate between 15% and 20% of the net capital appreciation allocated to such Investor, subject to a
high water mark. Incentive allocations may be waived, reduced or calculated differently at the
discretion of TVR.
Fees and other compensation paid to the Adviser or an affiliate are generally deducted from the
assets of the Fund.
The Adviser will bill the Managed Accounts an asset based management fee monthly in advance
based on a range from 0.041% to 0.125% (0.5% - 1.5 % per annum) with certain breakpoints
applied depending on the balance of the assets maintained in the account. TVR will assess an
annual incentive fee of up to 20% on the net capital appreciation of the Managed Accounts, subject
to a high water mark.
The incentive allocations received by the Adviser General Partner, TVR or its affiliates, to the
extent subject to the requirements of Section 205 of U.S. Investment Advisers Act of 1940, as
amended (the “Advisers Act”), will be paid in compliance with Rule 205-3 under the Advisers
Act.
Expenses
The applicable expenses for the Private Fund will be disclosed to investors in the offering
documents of the Private Fund. Generally, all investment costs and partnership expenses related
to the organization and administration of the Private Fund will be incurred by the Investors in the
Fund. The Fund will bear its own expenses, including investment expenses, whether or not such
investments are consummated; investment-related travel expenses; professional fees relating to
investments; fees and expenses relating to software tools and order management systems,
programs or other technology utilized in managing the Private Fund; research and market data;
compliance and regulatory expenses for the Private Fund; administrative expenses; legal expenses
in connection with the Private Fund’s ongoing operations; external accounting and valuation
expenses; audit and tax return preparation and filing expenses; costs related to errors and
omissions insurance and directors and officers insurance for the Fund General Partner and the
Investment Manager; insurance covering the Fund’s directors; fees and expenses of the directors;
fees and expenses of the Private Fund’s advisory board; costs of printing and mailing reports and
notices; entity-level taxes; all registration fees, filing fees and other expenses charged by the
jurisdiction in which the Private Fund was formed; organizational expenses; offering expenses;
indemnification expenses; and extraordinary expenses. Please refer to Item 12 for a discussion of
the Firm's brokerage practices.
Detailed information regarding the fees and expenses charged to the Private Fund will be provided
in the offering documents of the Private Fund. Investors in the Private Fund should review all fees
and expenses charged by TVR, its affiliates, and others to fully understand the total amount of fees
and expenses to be paid by the Private Fund and, indirectly, the investors in such Private Fund.
The Managed Accounts will pay transaction fees and expenses associated with the trading activity
in their account as set forth in the investment management agreement governing the Managed
Account.
Compensation for Sale of Securities and Other Investment Products
Neither TVR nor any of its supervised persons accepts compensation (e.g., brokerage
commissions) for the sale of securities or other investment products.
Item 6: Incentive Allocations and Side-by-Side Management
TVR and its affiliates will accept performance-based fees from every client. As a result, TVR and
its affiliates will not face certain conflicts of interest that may arise when an adviser accepts
performance-based fees from some clients, but not from other clients.