FIC Partners Management LP

Item 5 – Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with providing advisory
   services to its Clients. The Adviser has entered into and may in the future enter into different fee
   arrangements on a Client by Client basis. It is critical that all Clients, and investors in all Clients, refer
   to the applicable Client’s governing documents for a complete understanding of how the Adviser and
   its affiliates are compensated for their advisory services. The information contained herein is a
   summary only and is qualified in its entirety by each applicable Client’s governing documents.

    Management Fees
    In general, the Adviser is entitled to receive a management fee (“Management Fee”) payable by
    Clients quarterly in advance for all periods during the life of the Client. In general, the Management
    Fee is calculated as a per annum percentage of commitments to the Client for an initial investment
    period (as established in such Client’s governing documentation) after which, the Management Fee is
    calculated as a percentage of the cost of remaining investments held by the Client. The Adviser
    generally has the right, in its sole discretion, to waive or reduce all or part of the Management Fee
    payable by certain Clients or investors, without waiving or reducing the Management Fee payable with
    respect of other Clients or investors. The Adviser also generally has the right to waive or reduce all or
    part of any future installment of the Management Fee.

    Carried Interest
    Additionally, the general partner of a Client, or other affiliate of the Adviser, (a “General Partner”) is
    generally eligible to receive an incentive or performance allocation from a Client based on a percentage
    of investment proceeds on distributions (“Carried Interest”). Performance fees are typically measured
    as a percentage of the profits of a particular Client and distributions are split between Clients and the
    respective General Partner as set forth in the Client’s governing documents.

    Management Fees and Carried Interest are generally negotiated at the time the Client is formed or an
    investor is accepted into a Fund.

    Advisory Fees
    With respect to any consulting or advisory services rendered to Corporate Clients, the Adviser charges
    an investment advisory fee or similar fee which is calculated and payable in such manner reflecting
    market practice at the time the agreement is entered and as may be agreed with the relevant Corporate
    Client (the “Advisory Fee”).

    Fixed Fees
    From time to time, the Adviser renders certain investment management assistance services for which
    the Adviser typically charges a fixed fee plus any out-of-pocket expenses.

B. The Adviser neither deducts Management Fees from Clients assets nor bills Clients directly. In general,
   Management Fees are payable by Clients to the Adviser and Carried Interest is distributed by the Clients
   to the respective General Partners, in each case, on the terms provided for in the respective Client’s
   governing documentation. The General Partners are permitted to draw-down capital commitments
   from Clients or investors (as applicable), or to use amounts that would otherwise be available for
   distribution to such Clients or investors, in order to meet the obligation to pay certain portfolio
   monitoring or Management Fees.
    Advisory Fees and fixed fees are generally billed directly to those Clients on the approval of the Client.

C. As more fully described in each Client’s governing documents, Clients generally bear costs and
   expenses relating to their organization and formation (subject to a cap as provided in the Client’s
   governing documents), continuation, and business. Such expenses generally include, but are not limited
   to:
        •   Management Fees;
        •   out-of-pocket expenses incurred in connection with maintaining the existence of a Client and
            its General Partner (and its general partner);
        •   expenses incurred in connection with the operation of the Client, including but not limited to,
            all fees, costs and expenses related to the sourcing, researching, diligencing, investigating,
            identifying, analyzing, pursuing, negotiating, consummating, acquiring, purchasing, holding,
            monitoring, managing, seeking disposition (and sale) opportunities and selling (or otherwise
            disposing of) investments and prospective investments, whether or not consummated (i.e.,
            including “broken deal” expenses), as applicable (including reasonable travel and related
            expenses, and reasonable meal, communication and certain reasonable and business-related
            entertainment expenses incurred in connection therewith and the costs of any research
            services);
        •   costs, fees and expenses incurred in the marketing and offering of interests in a Client,
            including, but not limited to, legal and accounting costs, fees and expenses, travel and related
            costs and expenses, meal, communication and certain entertainment expenses and filing costs
            and fees;
        •   costs and expenses associated with any organization, maintenance and operation of any
            alternative investment vehicle, blocker corporation, intermediate entity or any other entity or
            vehicle through or in which portfolio investments are made;

•   out-of-pocket expenses incurred in connection with the preparation or delivery of or otherwise
    relating to reports made to investors, including, without limitation, audit costs;
•   the Client’s fees, costs and expenses incurred in connection with complying with applicable
    law, rules and regulations, including, without limitation, any taxing authority (e.g., the
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Item 7 – Types of Clients

As described in Item 4, the Adviser only provides investment advisory services to the Funds and certain
SIVs, which are exempt from registration under the Investment Company Act of 1940, as amended (the
“Investment Company Act”) and Corporate Clients. Also, as described in Item 4, investors in a Client
may participate in a Client’s investments through parallel vehicles or alternative investment vehicles in
accordance with the governing documentation of the Client. Such vehicles may also be Clients of the
Adviser. Each investor in a Client must be a “qualified purchaser” for Investment Company Act purposes
and a “qualified client” for Advisers Act purposes.