Trinity Alps Capital Partners LP

ITEM 5 – FEES AND COMPENSATION
Fees
Public Strategies
TACP offers two fee options for Public Investment Clients except for those invested in the Global
Concentrated Strategy, though preferred fees are or will be made available to certain anchor
Investors as described below. One fee option for general investors charges an annualized
management fee of 0.85% of the Investor’s assets for the first $50 million invested, 0.70% for the
next $150 million, and 0.65% for any balance over $200 million. Management fees are payable
typically monthly or quarterly in arrears at the end of each calendar month based on the net market
value of each Investor’s account on the last day of that calendar month or quarter. The second
option charges an annualized management fee of 0.5% and a 10% performance allocation
charged on returns (net profits, including both realized and unrealized gains and losses) that are
2% over the returns of the applicable index (the “Benchmark”).
Fees for the Global Concentrated Strategy include a 1% management fee along with either: 1) a
20% performance fees charged over MSCI ACWI hurdle paid annually and subject to a high-water
mark and catch up; or 2) 15% performance fee over a 6% preferred result subject to high water
mark and catch up. Further fee flexibility relating to large drawdowns and lowered fees for co-
investment and special opportunities investments for existing Public Investment Clients may also
be offered. Additional terms including lock-up provisions and redemption related restrictions may
also apply.
Performance allocations, when applicable, will be assessed in arrears on an annual basis, and
will only be applied to the portion of the profits or losses that exceeds any cumulative
underperformance vs. the Benchmark as previously allocated to or incurred by the applicable
Fund Investors (i.e., “high water mark”). Performance allocations create an incentive for TACP
to engage in potentially more risky investment strategies than it may otherwise engage in.
Additionally, there may be a carry-forward provision that applies so that a fund’s general partner
or TACP will not receive an annual performance fee when the absolute return of a Fund Investor’s
invested capital is less than 0% for the period, regardless of whether the Public Investment
Client’s portfolio or investment outperformed the Benchmark. In this instance, any performance
fee based on the applicable outperformance versus the Benchmark on such year when the
absolute return is less than 0% will be netted with or added to, as applicable, the following year’s
outperformance or underperformance, and then only paid to the general partner or TACP if the
absolute return is greater than 0% on that year.
Fees charged to Co-Investment private commingled fund or separate account clients vary but
typically could include both management fees and performance allocations.
Expenses, including organizational expenses and operating expenses, of any private commingled
fund offered to Public Investment Clients will be charged to the applicable fund investors unless
otherwise agreed to.
Side letters, that include preferred fee-related terms in private commingled funds may also be
made available to Public Investment Clients.

Public Investment SMAs
Public Investment SMA Clients are generally subject to similar fees and terms discussed above,
including preferred fees for anchor Clients. However, these are subject to negotiation with each
Client and may differ.

Private Investment Clients
Private Investment Clients are subject to a management fee, typically paid on a quarterly or
semi-annual basis in advance, that is a fixed fee based on assets under management, net asset
balances, committed capital, or in some cases potentially, a percentage of undeployed capital. In
addition, Private Investment Clients typically pay a performance fee that is based on a percentage
of profits, sometimes over a hurdle, earned by the relevant Private Investment Client. Fees are
separately negotiated with each Private Investment Client and vary depending on the specific
circumstances.

Limitation on Payment of Performance Fees
Performance allocations will only be charged to accounts of those Fund Investors or SMA Clients
who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as
amended (the “Advisers Act”).

Prepayment of Fees
In the instances where management fees are paid in advance, the following section applies.
TACP will pro rate the management fee for Clients and Fund Investors who have held for less
than a full quarter or semi-annual period, as a result of subscribing for interests other than on the
first business day of the applicable period. Management fees for SMAs will be assessed pro rata
when the account either opens or closes mid-month, quarter or semi-annual period depending on
the agreed upon billing cycle. Prepaid but unearned fees are refunded.
TACP, for its Public Strategies, generally requires Clients or private commingled fund investors
wishing to withdraw amounts from their capital accounts to provide written notice 30 to 45 days
prior to the last business day of a calendar month and does not permit withdrawals on any other
date. SMAs may be closed upon written notice as agreed to in writing with the Client. In the
event that TACP does permit an off-cycle withdrawal or account closure, any prepaid fees (such
as management fees) will be refunded for the partial month or quarter, as applicable. Any
applicable performance-based fees will be calculated at the time of withdrawal or closure and
deducted from the proceeds. For its Private Investment business, including Private Investment
SMAs and Private Investment Funds, liquidity is based on the liquidity of the underlying positions,
which are typically illiquid until sold to a third-party.
Outside Compensation for the Sale of Securities
Neither TACP nor its supervised persons accept compensation for the sale of securities or other
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ITEM 7 – TYPES OF CLIENTS
TACP provides discretionary portfolio management services to Public Investment Clients.
Currently, TACP currently only provides non-discretionary portfolio management services to
Private Investment Clients, though this may change in the future. In addition to its current Clients,
TACP may in the future provide the same or similar services to other privately placed investment
funds and/or SMAs. The types of investors in TACP’s strategies may include, but are not limited
to, pension and profit-sharing plans, endowments and foundations, trusts, estates and charitable
organizations, funds of funds, high net worth individuals and family office clients.
Clients and Fund Investors must meet eligibility criteria and are subject to certain withdrawal
requirements and limitations. Prospective Clients and Fund Investors are encouraged to
thoroughly review the applicable constituent documents (the “Constituent Documents”), which set
forth all of the terms in detail.
Public SMA Clients and all Private Investment Clients must meet eligibility criteria set forth in
investment management agreements and/or other relevant offering documents, included in the
Constituent Documents.

Public Funds and the Private Investment Funds
Each Fund Investor generally must be a “qualified purchaser” (as defined in Section 2(a)(51)(A)
of the Investment Company Act, as amended), an Investor who is eligible to enter into a
performance fee arrangement under the Advisers Act (as noted above under Item 5, “Limitation
on Payment of Performance Fees”), and must satisfy other criteria as specified in the Constituent
Documents. Each of the Private Investment Funds claims the exemption under Section 3(c)(7)
from qualifying as an “investment company” under the Investment Company Act. Public Funds
and the Private Investment Funds may have minimum investment amounts that can be subject to
waiver at the discretion of TACP or the applicable LLC ‘manager’ or general partner.

SMAs
The minimum investment for a SMA in the firm’s Public Investments strategies is generally $25
million, subject to waiver at the discretion of TACP. There is no stated minimum for TACP to
establish an SMA for a Private Investment Client, though typically it includes capital commitments
over time that exceed $100m.