Item 5: Fees and Compensation
The fees applicable to each of the Funds are set forth in detail in the corresponding Offering
Documents. A brief summary of such fees is provided below.
Management Fee
Trail Creek is paid an investment management fee (“Management Fee”) per annum of the net
asset value of the Funds.
The Fee will be 1.50%.
The Investment Manager, in its sole discretion, may waive or modify the Management Fee for
any Investor.
Other Types of Fees or Expenses
Trail Creek is authorized to incur and pay in the name and on behalf of the Funds all expenses
which they deem necessary or advisable.
The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary
administrative and overhead expenses, including, without limitation, all costs and expenses
related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all
salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm.
The Funds bear all other expenses, which include, without limitation, the following expenses
incurred by or allocable to the Funds: (i) the Management Fee; (ii) all investment-related costs
and expenses (i.e., expenses that, in the Investment Manager’s sole discretion, are related to
the Firm’s investment activities, whether or not investment is consummated), including
commissions and charges, interest on margin accounts and other indebtedness, expenses
relating to short sales, clearing and settlement charges, option premiums and custodial and
service fees, research-related expenses (including research-related travel expenses), expenses
relating to consultants, attorneys, brokers or other professionals or advisors who provide
research, advice or due diligence services with regard to investments; (iii) fees and expenses
related to portfolio exposure and performance management systems, risk management
services and software related to trade reconciliation, treasury, margin, financial and
counterparty management, risk monitoring, performance reporting, valuation quotation
services (e.g., Bloomberg terminals, historical and live financial data and other similar services
and data feeds) and trade order management systems (including systems that facilitate trade
compliance, commission management, stock locates and transaction cost analysis, and third
party service providers used for implementation, custom reporting, updates, consultations,
support, maintenance, monitoring and data extracts); (iv) the Firm’s legal, accounting, tax
preparation and other tax-related expenses (including preparation and mailing costs of
financial statements, tax returns and other reports to Limited Partners), auditing, consulting
and other professional expenses; (v) third-party administration costs, fees and expenses
(including any costs, fees and expenses related to investor communications, relations,
reporting or other investor materials, tax preparation and related reporting, performance
information, data extraction and other types of reporting and any audit or accounting services
provided by a third-party administrator); (vi) all fees and charges of custodians, clearing
agencies and banks; (vii) compliance and reporting expenses and expenses attributable to
regulatory filings that are made with respect to the Firm or assets of the Firm (including
Section 13, Section 16, Form D, Form PF, FATCA, anti-money laundering compliance, state
security filings, general regulatory compliance and non-U.S. position reporting filings, if
applicable, and non-U.S. filings, if any); (viii) the Firm’s pro rata share of Firm-related insurance
costs (including the Firm’s pro rata portion of director’s and officer’s insurance, errors and
omissions insurance, fidelity insurance and other similar policies covering the General Partner
and/or the Investment Manager); (ix) any taxes (including but not limited to any withholding
taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-related
charges or duties); (x) all costs and expenses incurred in attempting to protect and enhance
the value of a Firm investment (including any fees and expenses associated with any pending
or threatened litigation, audit, investigations, administrative or other proceeding, as well as
any settlement costs); (xi) fees and expenses related to any activist-related activities; (xii) the
Firm’s pro rata portion of the Master Fund’s expenses; (xiii) any fees and expenses related to
the Firm’s liquidation, if applicable; (xiv) fees paid to proxy and securities class action advisory
firms; (xv) expenses relating to the offer and sale of Interests and withdrawals and transfers
thereof; (xvi) other reasonable expenses related to the purchase, sale, preservation or
transmittal of the Firm's assets and (xvii) any extraordinary expenses (e.g., indemnification
expenses)
In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata
basis with respect to the size of such Investor’s capital account(s) or with respect to the
relative net asset value of the shares held by such Investor, as applicable.
Notwithstanding the foregoing, the Fund General Partner and/or the Firm, as applicable, may
specially allocate the expenses described herein in any other manner, including by allocating
certain expenses to certain (but not all) Investors, if the Fund General Partner and/or the Firm,
as applicable, reasonably determines, in its discretion, that it is more equitable to do so.
To the extent that expenses to be borne by the Funds are paid by the Firm or its affiliates, the
Funds will reimburse the Firm or its affiliates for such expenses. We may waive any such
reimbursement with respect to any Fund expenses. Any waiver by us for reimbursement of
any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses
to be paid by us or our affiliates.
Neither the Firm nor its employees accept compensation, including sales charges or service
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