Item 5 – Fees and Compensation
Fee Schedule
The specific fees and compensation payable to the Manager by the Fund are generally not
negotiable. However, the Fund may negotiate fees with Investors as permitted by the Governing
Documents. Prospective Investors should review the Governing Documents carefully for a full
discussion of all fees applicable to the Fund.
Management Fee
The Fund will pay a management fee with respect to each Investor’s interest equal to 0.375% per
calendar quarter (1.5% on an annualized basis) of the Net Asset Value (as defined in the
Governing Documents) of the Fund Investments on the first day of the calendar quarter.
The Fund will pay the management fees described in the Governing Documents to the Manager.
The General Partner of the Fund reserves the right to reduce or waive the payment of
management fees for any investor. In addition, employees or partners of the Firm invested
through the General Partner or invested directly in the Fund will not be charged a management
fee.
Performance-Based Compensation
Carried interest will only be charged to accounts of Qualified Clients as permitted by Rule 205-3
of the Investment Advisers Act of 1940, as amended (the “Advisers Act”).
FiSai US or its affiliates may enter into side letters or similar agreements with certain Investors
which waive, reduce, defer or calculate differently the management fee or carried interest with
respect to any Investor. Certain Investors may receive other benefits through side letters or similar
arrangements that are not provided to all Investors.
As further outlined in the Fund’s limited partnership agreement, the Fund will pay carried interest
of 15% paid after the return of capital contributions to Investors and the payment of a preferred
return of 8%; provided that certain investors must receive a return of capital as well as a high-
water mark threshold amount and then a preferred return of 8% before the 15% carried interest
come into effect.
In addition, employees or partners of the Firm invested through the General Partner or invested
directly in the Fund will not be charged any performance fees.
Payment of Fees
Management fees, performance-based fees, and third-party fees (discussed below) may be
deducted from the Fund’s assets. The management fee will be payable quarterly in advance and
will be an operating expense of the Fund. The General Partner and certain other Investors will
pay reduced or no management fees on their contributions as discussed in the Fund Governing
Documents. Any performance-based fees will be paid pursuant to the waterfall described in the
Fund’s Governing Documents.
Fund Expenses and Other Fees
Organizational and Offering Expenses. The Fund will bear all costs and expenses of organizing
the Fund and offering its Interests, including, without limitation, legal, financial, accounting,
consulting, and other costs and expenses attributable to the organization of the Fund and the sale
of Interests to Investors, including travel expenses incurred in connection with meeting with
potential Investors, subject to a cap on such expenses as further detailed in the Fund’s limited
partnership agreement. To the extent that the General Partner, Manager, or any of their affiliates
incurs, or has incurred, any Organizational Expenses before the cap amount is reached, the Fund
will reimburse such party, in full, for the amount of such out-of-pocket Organizational Expenses.
Expenses in excess of the Organizational Expenses cap will be borne by the Firm and/or its
affiliates.
Operating and Administrative Expenses. In addition to its organizational and offering expenses
and the management fee and carried interest described above, the Fund will also bear all of the
following operating and administrative costs and expenses of the Fund:
1. reasonable fees, costs and expenses incurred in connection or association with the
evaluation, due diligence, discovery, investigation, development, researching, negotiation,
financing, structuring, acquisition, consummation, monitoring, holding, maintaining,
hedging, management or disposition of Investments, potential investments, whether or not
consummated, including (A) reasonable sales commissions and fees, non-refundable
deposits and costs and expenses, loan fees, syndication fees, transaction fees, brokerage
and sales fees and commissions, appraisal fees, research fees, dealer spreads, interest
and clearing and settlement charges, bank charges, commitment fees, transfer taxes and
premiums, underwriting commissions and discounts, breakup fees; (B) reasonable fees
and expenses related to market data (including expenses incurred in connection with any
multimedia, analytical, database, news or third-party research, data, analytics, modeling,
structuring, pricing, execution and other third-party information systems or software, data
feeds, reports and subscriptions and similar items); (C) reasonable professional fees and
expenses, including but not limited to legal, consulting, experts (including for asset, credit
and risk analytics, and loss mitigation), valuation and appraisal fees; (D) reasonable filing,
compliance and other related fees (including, without limitation, the expenses of any public
filings, including filings required under Section 13 and Section 16 of the Securities
Exchange Act of 1934, as amended), required to be made in respect of the Fund or any
Investments, interest and related expenses and custodial (if required by applicable law),
depositary, trustee, record keeping and other administration fees and expenses,
operations fees and expenses and reconciliation expenses; (E) reasonable travel, lodging
and related expenses, in accordance with the Manager's travel and expense policy; and
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