Item 5: Fees and Compensation
Management Fee
As an investment adviser to the Funds, as governed by the Offering Documents, Trails Edge receives a
Management Fee generally equal to an annual rate of 1.8% to 2.0% depending on the class interests of
the Feeder Funds (or the Master Fund).
The Master Fund will pay Trails Edge a Management Fee monthly in advance on the first day of each
month, equal to the applicable Management Fee percentage of the net asset value of each capital
account of each Investor as of such date.
Trails Edge will deduct Management Fees attributable to each Designated Investment from applicable
Investors who have designated to participate in Designated Investments. The amount of such
Management Fee will be calculated by considering the lower of the fair value or the cost basis of such
Designated Investment.
Management Fees are generally pro-rated for partial periods.
Trails Edge may reduce, waive or calculate differently the Management Fee for certain Investors in the
Feeder Funds. It is anticipated that no Management Fee will be paid with respect to interests held
(directly or indirectly) by or for the benefit of the Principal, employees of Trails Edge or its affiliates,
or immediate family members of such parties.
Other Fees and Expenses
Organizational and Offering Expenses of the Funds
The Funds will bear all of their Organizational and Offering Expenses on a pro rata basis and will
reimburse the Trails Edge, the General Partner, and/or the Principal, as applicable, to the extent that
any of them bears organizational or offering expenses on behalf of the Funds. Such organizational and
offering expenses will include, without limitation, all costs and expenses incurred in connection with
the Funds’ formations and the marketing, offering, and sale of the Interests, including, but not limited
to, legal and accounting fees and expenses, registration fees, filing fees, and all costs and expenses
incurred in connection with the preparation of offering and organizational documents, marketing and
similar materials, and drafting and negotiating contracts with service providers in connection with the
Trails Edge Capital Partners, LP Form ADV Part 2A
launch of the Funds.
Operating Expenses
In general, the Funds will bear all of their operating expenses on a pro rata basis (collectively, the
“Fund Expenses”), which expenses will include, without limitation: (a) Organizational and Offering
Expenses; (b) expenses associated with all investments and transactions considered, evaluated, and/or
consummated by the Funds, as well as overall consideration and evaluation of the Funds’ portfolio,
including, without limitation, those expenses incurred before the initial closing of the Funds, including,
without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing,
and structuring of investments and potential investments, whether or not consummated, analysis, third-
party research, data (including, without limitation, market data, risk data, factor data, big data, and
alternative data), analytics, modeling, risk, structuring, pricing, execution, and other third-party
information systems, including, without limitation, installation and maintenance, information
technology hardware, software, or other technology and service fees (including, without limitation,
the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence
providers, and reports); (c) the costs of research-related computer hardware and software, including,
without limitation, Bloomberg terminals and subscriptions and other market information systems, as
well as the costs of research management systems and corporate access tracking systems; (d) the costs
of Trails Edge’s portfolio management system and any other software used for accounting and/or
monitoring of the portfolio, including, without limitation, subscriptions relating to, among other things,
trading and order management systems and services; (e) expenses associated with holding, financing,
monitoring, hedging, maintaining, and disposing of all investments of the Funds and all transaction and
other costs associated therewith, including, without limitation, expenses associated with proxy
research and voting services; (f) travel and entertainment and related expenses for research and
investment purposes; (g) professional fees associated with investments and potential investments,
including, without limitation, consulting, due diligence, accounting, valuation, financial, legal, and other
advisory fees and expenses; (h) transaction fees, brokerage commissions, custodial fees, clearing and
settlement charges, bank service fees, and similar fees and expenses associated with the acquisition,
disposition, and settling of investments and potential investments, including, without limitation, in
connection with outsourced trading; (i) expenses associated with legal and regulatory filings of the Funds
in the United States, the Cayman Islands, or in any other jurisdiction (including, without limitation,
pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); (j) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting,
advisory, and similar fees and expenses associated with the Funds’ operations, investments, and
transactions, including, without limitation, fees and expenses of the fund administrator, and fees of any
service provider engaged to verify the work of the fund administrator, which include, but are not
limited to, valuation agents, the costs of client relationship management systems, or regulatory matters
with respect to the Funds and any anti-money laundering officer fees with respect thereto; (k) costs
and expenses of leverage or any other borrowings, if used, of the Funds, including, without limitation,
...