FEES AND COMPENSATION
A. Advisory Fees and Compensation.
Investors should refer to the relevant client’s offering documents for more details regarding the calculation
of fees and expenses. We and the Fund General Partners typically receive compensation from the clients from the
following sources: (a) management fees based on a percentage of the net asset value or capital commitment, as
applicable of each client, generally calculated at an annual rate of up to 2% (subject to certain conditions); and (b)
performance-based allocations (such allocations, “Performance Compensation”) based on a percentage of the
investment gains of each client, generally calculated at a rate of up to 20% (subject to certain conditions). A client
that invests in another client (e.g., a feeder fund and a master fund or one Fund that invests in another Fund) will not
pay an investment management fee and Performance Compensation at both levels.
B. Payment of Fees.
Fees and compensation paid to us by our clients are generally deducted from the assets of such clients.
Management fees are generally paid by our clients either monthly in arrears or quarterly in advance. Upon
termination of any client relationship with the Investment Adviser, any fees paid in advance will be prorated and
refunded.
C. Additional Fees and Expenses.
In addition to the management fees and Performance Compensation described above, expenses will be
charged to each client as fully disclosed in its respective offering documents. These expenses, include, without
limitation: investment expenses, whether or not such investments (including co-investments) are consummated, such
as brokerage commissions, expenses relating to hedging transactions, short sales, clearing and settlement charges,
custodial fees, bank service fees and interest expenses, expenses incurred in connection with credit facilities,
broken-deal, failed transaction, break-up and similar fees, costs and expenses; expenses and fees related to the
purchase and sale of special investments (if applicable) whether or not the purchase and sale is consummated; fees
and expenses of consultants, investment bankers, attorneys, accountants and other professionals (which may include
fixed, asset-based and/or performance compensation); administrative expenses (including, without limitation, fees
and expenses of the clients’ administrators); Board of Directors, Advisory Committee (each, as defined below), and
any investor advisory committee fees (including, without limitation, travel expenses associated with attending
meetings); legal expenses; external accounting and valuation expenses (including, without limitation, the cost of
accounting software packages); audit and tax preparation expenses; expenses related to any share trust and/or similar
or related arrangement of a client, costs related to directors and officers insurance for the Board of Directors and
professional liability insurance for members of the Advisory Committee and errors and omissions insurance incurred
by us or the Fund General Partners; costs of printing and mailing reports and notices; taxes; corporate licensing;
regulatory expenses; expenses related to preparing and making regulatory and compliance filings associated with the
client and its investment activities (including, without limitation, filing preparation and fees incurred in connection
with Form PF, Form D, Section 13 of the Securities Exchange Act of 1934, FATCA and the OECD Standard for
Automatic Exchange of Financial Account Information – Common Reporting Standard), Cayman Islands filings,
fees and other similar regulatory filings, software and systems in connection with such filings and expenses of
service providers related to such filings, such as consultants and advisers); expenses related to a client’s Swiss
representative and paying agent (if applicable); organizational expenses; indemnification expenses; and other similar
expenses related to each client. Generally, the client’s expenses, other than management fees and any expenses
which the board of directors of the Private Credit Offshore Feeder Fund (the “Board of Directors”) or the Fund
General Partners, as applicable, determine in their sole discretion should be allocated to a particular shareholder or
limited partner of the applicable client, are charged to all shareholders or limited partners of the applicable client on
a pro rata basis. When a client invests in another client, investors bear certain expenses with respect to both clients
(excluding management fees and Performance Compensation described above). To the extent that expenses to be
borne by the client are paid by us or the Fund General Partners, the client will reimburse us for such expenses.
If any of the expenses listed above are incurred for the account of the client as well as for any other clients
of the Investment Adviser, such expenses may be allocated among the client and such other clients in proportion to
relative net asset values of the client and such other clients taking into account unfunded commitments (if
applicable), the size of the investment made by each to which such expense relates (if applicable), or in such other
manner as the Investment Adviser considers fair and equitable.
D. Additional Compensation and Conflicts of Interest.
Neither us nor any of our supervised persons accept compensation (e.g., brokerage commissions) for the
sale of securities or other investment products.