Item 5 - Fees and Compensation
FPCM charges clients and private fund investors an investment management fee for the advisory services
it provides. A number of factors are considered in determining the fees including, but not limited to,
portfolio type, type of security held, portfolio size, client service needs, existing relationship with FPCM,
and other factors deemed relevant by FPCM. The fees paid by separate account clients are set forth in a
written investment management agreement and, for private fund investors, in the fund’s subscription
documents. The specific manner in which fees are charged by FPCM is stated in the governing
documents. The terms of such governing documents supersede this Brochure.
FPCM receives the following fee types:
• Percentage of Assets Under Management
Annual Percentage of Assets Under Management
FPCM may charge a percentage fee based on the net asset value of assets under management for its
advisory services. Such fee will be paid in arrears on a period subject to negotiation with the client
(typically monthly or quarterly). This fee is negotiable, but will generally range from 0.20% to 2.50%
annually. The fee to a particular client, along with the payment frequency and timing, will be detailed in
the investment management agreement or fund subscription documents. Once fees are paid they are non-
refundable.
Trade and Fund-Specific Expenses
Clients typically bear expenses that are trade related (“Trade Expenses”), or a fund’s administrative and
operating expenses (“Fund-Specific Expenses”).
Trade Expenses may include:
• brokerage commissions, mark-ups, mark-downs, spreads and other transactional costs;
• trade-specific external legal expenses and other third-party fees and expenses incurred in
connection with the evaluation of prospective transactions;
• redemption fees charged by other funds (if any);
• interest expense;
• fees and costs incurred with respect to securing access to markets, investments and investment
opportunities; and
• custody costs and expenses.
Fund-Specific Expenses may include:
• third-party legal, audit and tax preparation expenses;
• other professional fees, administrator fees, director fees, registered office expenses and taxes;
• regulatory expenses incurred in connection with the funds’ ongoing compliance with any laws,
rules or regulations currently in effect or adopted in the future; and
• all expenses incurred in connection with any threatened, pending or anticipated litigation,
examination or proceeding or as a result of the fund’s obligation to indemnify FPCM, its
affiliates, the administrator and certain other parties against losses, liabilities and expenses
incurred in connection with the performance of their duties on behalf of, or the provision of
services to, the funds.
Side Letters and Other Agreements
FPCM and the funds have entered into (and may enter into in the future) side letters and other agreements
granting more favorable rights or terms to certain investors, including affiliates of FPCM. These rights or
terms may include:
• investment capacity rights to make future investments in a fund, other investment vehicles or
managed accounts;
• special liquidity or redemption or withdrawal rights relating to frequency, notice, fees, expedited
payment of redemption or withdrawal proceeds and/or other terms;
• limitations on paying redemptions in kind;
• notice of certain regulatory events with respect to FPCM;
• rights to receive reduced rates of fees; and
• limits on expenses that can be charged to such investors.
These agreements could create preferences or priorities for certain investors as compared to other
investors.
FPCM or the funds will enter into these separate agreements without the consent of, or notice to, other
investors. Investors are not entitled to participate in any special arrangement without the prior approval of
FPCM. Investors not offered a special arrangement do not have any right or claim against FPCM or the
funds.