Item 5: Fees and Compensation
As provided under each Fund’s Governing Documents, Triarii Capital or its affiliates will receive from
the Funds both a quarterly management fee at a fixed rate and an annual performance allocation
based on the performance of the Funds, as described further below. Although Triarii Capital has
entered into agreements with the Funds providing for the fees or allocations described below, Triarii
Capital may negotiate alternative fees or allocations on a client-by-client basis with other funds or
separate account clients that it manages in the future. The General Partner also retains the ability
to, in its sole discretion, waive, reduce or rebate the Management Fee and/or Performance Allocation
with respect to certain Investors of each Fund, including affiliates of the General Partner and/or Triarii
Capital; provided, however, that no such waiver, reduction or rebate will adversely impact any other
Investor in a Fund or cause them to bear a higher portion of the Management Fee and/or
Performance Allocation than they would otherwise bear absent such waiver, reduction or rebate.
Triarii Capital deducts its Management Fee from each Fund generally quarterly in advance. An
Investor of a Fund that withdraws all or a portion of its interest in a Fund other than at the end of a
quarter shall be reimbursed a pro rata portion of the Management Fee for such quarter. The General
Partner receives a Performance Allocation of 20% from the Investors of the Funds on an annual
basis in arrears and upon withdrawals by Investors in the Funds, subject to a “highwater mark.” While
the fees charged to the Funds are not negotiable, investments made in the Onshore or Offshore
Fund at launch, will be entitled to a discounted performance-based allocation. Additionally,
investments made in the Onshore or Offshore Fund at launch will have an equal amount of capacity
rights for the first 18 months, subject to certain restrictions, which will be entitled to a discounted
performance-based allocation. For a further discussion of the Performance Allocation and the
“highwater mark”, please see Item 6.
In addition to the Management Fee and the Performance Allocation, each Fund will bear the costs
and expenses related to its investments and its operations, including, without limitation: brokerage
and other transaction costs; clearing and settlement charges; trade break fees; consulting expenses;
research and due diligence expenses (whether or not the related investment is consummated);
expenses incurred in connection with Triarii Capital or any investment team member forming or
serving on any creditors’ committees; legal fees and other expenses in connection with conducting
due diligence and negotiating the terms of certain investments (regardless of whether such
investments are consummated); custodial fees; initial and variation margin, interest and commitment
fees on debit balances or borrowings; stock borrowing fees; proxy solicitation expenses; legal audit
and tax preparation expenses, accounting fees; administrator fees and expenses (including fees and
expenses of the Fund’s administrator and third party valuation services); directors fees; fees and
expenses for risk management services; insurance expenses, including costs of any liability
insurance obtained on behalf of the Funds (including, without limitation, directors and officers
insurance); indemnification expenses; the management fee; regulatory costs and expenses
(including filing and license fees); any issue or transfer taxes chargeable in connection with any
securities transactions; any entity level taxes and fees; costs of reporting and providing information
to the partners of the Fund; costs of litigation or investigation involving the Fund’s activities; any
extraordinary expenses; and to the extent applicable, a pro rata share of the fees and expenses of
any other investment vehicles in which the Fund invests (including, without limitation, any
management fees or performance allocation). For more information regarding Triarii Capital’s
brokerage practices and brokerage expenses discussed herein, please see Item 12.
Each Fund will also bear its organizational expenses and the costs incurred in connection with the
initial issuance of Fund interests, including legal and accounting fees, third party document
production and printing costs, federal and state filing fees, and other related expenses. It is
Form ADV Part 2A Brochure | Triarii Capital Management LP – March 2020
anticipated that organizational expenses will be amortized by each Fund, in the sole discretion of the
General Partner, for financial reporting purposes over a period of five (5) years. The General Partner
believes that amortizing such expenses is more equitable than expensing the entire amount during
the first year of operations, as is required by U.S. generally accepted accounting principles (“GAAP”),
and also conforms to industry practice.
The terms of the Funds may be altered for investors to address compliance with any law, regulation
or contract applicable to such investor or, to address a tax, ERISA, legal or regulatory issue
applicable to such investor or sovereign status of such investor. Neither Triarii Capital nor any of its
supervised persons accept any compensation for the sale of securities or other investment products,
including interests in the Funds.
Fees, expenses and payment methods for the Accounts are negotiated separately and subject to
the terms agreed upon in their respective IMA. Triarii Capital expects that all Clients will be qualified
purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended.
Accordingly, fee schedules and related information are omitted from this Brochure.