Fees and Compensation — Form ADV Part 2A (3/27/2015)
[Brochure]
Item 5 – Fees and Compensation
Management Fee
The compensation payable to White River is negotiable and varies among its Clients.
However, the range of compensation is generally as follows:
The Partnership. From the Partnership, White River typically receives a quarterly
asset‐based management fee calculated as a percentage of each Investor’s capital
account, payable quarterly in advance.
The Offshore Fund. From the Offshore Fund, White River typically receives a
quarterly asset‐based management fee calculated as a percentage of net asset value
of the sub‐capital accounts comprising the Offshore Fund’s capital account in the
Partnership, payable quarterly in advance.
Expenses
The Funds bear their own expenses including, but not limited to brokerage commissions on
portfolio transactions; interest on margin and other borrowings; borrowing charges on
securities sold short; investment transaction costs (including markups, markdowns and
commissions); custodial fees; transfer and other taxes; bookkeeping, accounting and audit
fees and expenses; legal fees (including fees paid to the White River’s counsel for services
that benefit the Funds); expenses White River incurs for investment research and due
diligence; filing fees; costs of the Funds’ governance activities (such as obtaining Investor
consents if and when necessary or appropriate); fees of the administrator; and all other
reasonable expenses related to the management and operation of the Funds and/or the
purchase, sale or transmittal of their assets, all as White River determines in its sole
discretion. The Funds will bear, either directly or by reimbursing the General Partner, all
expenses in connection with the ongoing offer and sale of Interests.
White River’s fees are exclusive of brokerage commissions, transaction fees, and other
related costs and expenses which shall be incurred by the Clients. Such charges, fees and
commissions are exclusive of and in addition to White River’s management fee, and White
River shall not receive any portion of these commissions, fees, and costs.
The management fees, incentive allocations (see Item 6, below) and expenses are deducted
from Fund assets. White River will pro rate the management fee for Interests held for less
than a full quarter; however prepaid but unearned fees will not be refunded.
Item 12 further describes the factors that White River considers in selecting or
recommending broker‐dealers for Client transactions and determining the reasonableness
of their compensation (e.g., commissions).
Account Minimums and Types of Clients — Form ADV Part 2A (3/27/2015)
[Brochure]
Item 7 – Types of Clients
White River provides investment advice and management to the Partnership and Offshore
Fund.
White River may in the future provide the same or similar services to other privately placed
investment funds and/or separately managed accounts.
Prospective Investors in the Funds must meet eligibility criteria as set forth below, and are
subject to certain withdrawal requirements and limitations. Prospective Investors are
encouraged to thoroughly review the Funds’ offering documents and any other materials
provided by White River, which set forth all of the terms in detail. Though the Clients
generally pursue the same strategy, offering terms may differ.
The Partnership. Interests are offered to persons who are subject to U.S. income
taxation and are “accredited investors” (as defined in Regulation D under the
Securities Act of 1933) and “qualified purchasers” (as defined in Section 2(a)(51) of
the U.S. Investment Company Act of 1940, as amended). The minimum initial
investment is $1,000,000 subject to waiver at the discretion of White River.
The Offshore Fund. Shares are offered to U.S. persons and non‐U.S. persons who are
“qualified purchasers” and “accredited investors”. U.S. persons must be exempt from
U.S. federal income taxation. The minimum initial investment is $1,000,000 subject
to waiver at the discretion of the Board of Directors of the Offshore Fund.
Filed 2017-03-07 (D/A) · Exemption 506(b), 3(c), 3(c)(7) · Minimum $1,000,000 · Remaining Indefinite · Duration More than one year · Commission $200,362 · Net Assets Decline to Disclose