Mission Trail Capital Management LLC

Item 5 – Fees and Compensation

It is important that Investors refer to and carefully read the relevant Governing
Documents for a complete understanding of expenses and fees they pay through an
investment in the Funds. The information contained in this Item 5 is a summary only
and is qualified in its entirety by such documents.
A.     Fee Schedule
The fees and compensation payable to Mission Trail are negotiable and vary among its
Clients. However, the range of compensation is generally as follows:
       1.      Management Fee
With respect to the Funds, Mission Trail typically receives an annual asset-based
management fee of 1% calculated as a percentage of each Investor’s capital account, payable
quarterly in advance.
       2.      Performance-based Fees
The General Partner of the Funds, an affiliate of the Firm, is entitled to a performance
allocation at the end of each calendar year, which is calculated and charged separately with
respect to each Investor’s capital account. The General Partner receives a percentage of any
net profit earned upon the Investor’s capital account achieving an annual rate of return in
excess of a specified threshold. The performance allocation is charged only if the cumulative
net capital appreciation of an Investor’s capital account is in excess of such Investor’s
cumulative hurdle amount, as described more fully in each Fund’s Governing Documents.
The incentive allocation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
(“Advisers Act”).
B.     Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) are
deducted from Client assets. Management fees, which are paid in advance, are withdrawn at
the beginning of the quarter. Performance-based fees are determined as of the last business
day of the calendar year and as of any date on which an Investor makes a withdrawal or
receives a distribution from such Investor’s capital account(s).
C.     Third-Party Fees
Clients shall pay such costs and expenses as Mission Trail shall reasonably determine to be
necessary, appropriate, advisable or convenient to carry on its business and realize its
objective, including but not limited to: (i) management fees; (ii) all general investment
expenses (i.e., expenses which Mission Trail reasonably determines to be directly related to
the investment of the Client’s assets); (iii) all administrative, legal, accounting, auditing,
record-keeping, tax form preparation, compliance and consulting costs and expenses; (iv)

                                                                                  Part 2A of ADV:
                                                   Mission Trail Capital Management LLC Brochure

fees, costs and expenses of third-party service providers that provide such services; and, (v)
any extraordinary expenses, among other expenses.
Mission Trail’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, Mission Trail’s management fee, and Mission
Trail shall not receive any portion of these commissions, fees, and costs.
Please see Item 12 of this Brochure regarding brokerage.
D.      Prepayment of Fees
Mission Trail will pro rate the management fee for Fund Interests held for less than a full
quarter as a result of subscribing for interests other than on the first business day of the
quarter. In the event that an advisory contract terminates prior to the end of a billing period,
the management fee will be pro-rated based on the length of time that the advisory contract
was active and the unearned fee refunded.
Mission Trail generally requires Fund Investors wishing to withdraw amounts from their
capital accounts to provide written notice within the timeframe specified in the Funds’
Governing Documents for the last business day of a month and does not generally permit
withdrawals on any other date. Any applicable performance-based fees will be calculated at
the time of withdrawal or closure, and deducted from the proceeds.
E.      Outside Compensation for the Sale of Securities
Neither Mission Trail nor its supervised persons accept compensation for the sale of
securities or other investment products outside of its association with Mission Trail.

Item 7 – Types of Clients

Mission Trail provides investment advice and management to the Funds, which are pooled
investment vehicles.
Mission Trail plans in the future to provide the same or similar services to other privately
placed investment funds.
Mission Trail intends to restrict the number of Investors in the Funds and will offer Interests
only through non-public transactions in order to maintain their exclusion from “investment
company” status under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain
withdrawal requirements and limitations. Prospective Investors are encouraged to
thoroughly review a Fund’s Governing Documents, which sets forth all the terms in detail.
Though the Clients generally pursue the same strategy, offering terms will, in certain
circumstances, differ.
Each Investor generally must be an “accredited Investor” (as defined in Regulation D under
the Securities Act of 1933), a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S.
Investment Company Act), an Investor who is eligible to enter into a performance fee
arrangement under state and/or federal law, as applicable, and must meet other criteria as
specified in the Governing Documents.
The minimum capital commitment for an Investor is $1,000,000, but Mission Trail or the
General Partner will in certain circumstances, in its sole discretion, elect to allow for any
subscription amounts with respect to any investor below this amount.