Item 5 – Fees and Compensation
As more specifically set forth in the limited partnership agreement and related management agreement for
the Fund, the limited partners of the Fund pay to Fosun an annual management fee, payable quarterly in
advance. During the commitment period of the Fund, the annual management fee is 2% of the limited
partners’ aggregate capital commitments. After the earlier of the expiration of such commitment period or
when 80% of aggregate commitments have been contributed by limited partners, the management fee
percentage is reduced to 1.5% of the aggregate commitments used to fund the cost of portfolio
investments that are held by the Fund.
Fosun Equity Investment Ltd., the general partner of the Fund and an affiliate of Fosun (the “General
Partner”), is entitled to receive performance fees in the form of a carried interest on the profits of the
Fund. See Item 6 below.
The management fee described above is generally non-negotiable as between Fosun and its client, the
Fund. However, certain investors who in the future invest in a Fosun fund may be able to negotiate a
reduction of such management fees prior to or concurrently with becoming an investor in a Fosun fund.
Management fees are generally paid pursuant to capital calls made quarterly on the limited partners of the
Fund. However, if and to the extent the Fund has cash on hand as a result of dividends or interest income
received from portfolio investments or proceeds from the disposition of a portfolio investment, Fosun and
the General Partner generally have the discretion to pay management fees to Fosun from such cash on
hand.
If the General Partner is then entitled to carried interest payments, those payments are made from time to
time when cash distributions are otherwise made to the partners of the Fund.
The Fund bears all of the organizational and offering expenses (including travel, accounting, filing and
other expenses, but excluding the legal expenses of each of the partners, which are borne by such
partners, respectively) incurred in connection with the formation of the fund, its general partner and any
other necessary related entities. The Fund will reimburse Fosun for such expenses to the extent that any
such expenses are borne by Fosun directly on behalf of the Fund.
The Fund is also responsible for all other expenses attributable to its activities, whether incurred directly
by the Fund or by its general partner or Fosun on its behalf, including but not limited to:
• the management fee;
• the fees and expenses relating to consummated portfolio investments, unconsummated
investments, indebtedness (including interest thereon), guarantees and temporary investments,
including the evaluation, acquisition, holding and disposition thereof, to the extent that such fees
and expenses are not reimbursed by a portfolio company or other third person;
• premiums for insurance protecting the Fund and any indemnified persons from liabilities to third
persons in connection with the Fund’s investment and other activities;
• legal, custodial, auditing and accounting expenses, including expenses associated with the
preparation of the Fund’s financial statements, tax returns and Schedule K-1s and the
representation of the Fund or the partners by the tax matters partner, including expenses paid or
incurred in connection therewith;
4812-4825-8580.3.
• banking and consulting expenses;
• appraisal and valuation expenses;
• expenses related to organizing vehicles through or in which portfolio investments may be made;
• costs and expenses that are classified as extraordinary expenses under generally accepted
accounting principles;
• except as otherwise provided in the Fund’s partnership agreement, taxes and other governmental
charges, fees and duties payable by the Fund;
• indemnifiable claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings
and actions, whether judicial, administrative, investigative or otherwise, of whatever nature,
known or unknown, liquidated or unliquidated;
• costs of reporting to the partners and of each semi-annual meeting (including, without limitation,
expenses of the limited partners incurred in connection therewith or in the attendance thereof)
• costs of winding up and liquidating the Fund; and
• all annual registration fees and registered office fees and expenses; but not including
organizational expenses
Neither Fosun nor any of its personnel receive compensation for the purchase or sale of securities or other
investment products by the Fund. Fosun generally causes the Fund to purchase securities through private
placement transactions, without the assistance of a broker or dealer and without the payment of a
brokerage commission or other transaction costs. Item 12 contains further information on the factors that
Fosun considers in the event that a broker-dealer is used for client transactions.