FS Global Advisor LLC

ITEM 5 – Fees and Compensation

The Adviser has no set policy regarding the calculation of fees for its services, and it will
determine such fees on a Client-by-Client basis, as negotiated with each Client.

The Adviser deducts fees from any discretionary Client’s assets, but it bills directly any
SMA Clients receiving non-discretionary advisory services. With respect to the
sub-adviser services provided by the Adviser to FS MVP Private Markets Fund, the
Adviser is paid a sub-advisory fee at a quarterly rate of 0.3125% (1.25% on an annualized
basis) of the account’s managed investments at the end of each calendar quarter.

       1. FSCO

The Adviser and FSCO entered into an amended and restated investment advisory
agreement, dated as of November 14, 2022. With respect to FSCO, the Adviser is entitled
to a base, annual management fee as a percentage of FSCO’s average daily gross assets
and an incentive fee, based on FSCO’s performance. The Adviser may agree to,
temporarily or permanently waive, in whole or in part, the base management fee and/or
the incentive fee. The base management fee is calculated and payable quarterly in
arrears at the annual rate of 1.35% of FSCO’s average daily gross assets during the most
recently completed quarter. All or any part of the base management fee not taken as to
any quarter will be deferred without interest and may be taken in such other quarters as
the Adviser may determine. The base management fee for any partial quarter will be
appropriately prorated.

Under the investment advisory agreement, the incentive fee is calculated and payable
quarterly in arrears based upon FSCO’s “pre-incentive fee net investment income” for the
immediately preceding quarter, and is subject to a preferred rate of return, expressed as
a rate of return on FSCO’s “adjusted capital,” equal to 1.50% per quarter (or an annualized
preferred rate of return of 6.00%), subject to a “catch-up” feature. For this purpose,
“pre-incentive fee net investment income” means interest income, dividend income and
any other income (including any other fees, such as commitment, origination, structuring,
diligence and consulting fees or other fees that FSCO receives from portfolio companies)
accrued during the calendar quarter, minus FSCO’s operating expenses for the quarter
(including the management fee, expenses reimbursed to the Adviser under the
administration agreement, dated as of July 15, 2013, by and between the Adviser and
FSCO, and any interest expense and distributions paid on any issued and outstanding
preferred shares, but excluding the incentive fee). Pre-incentive fee net investment
income includes, in the case of investments with a deferred interest feature (such as
original issue discount, debt instruments with paid-in-kind interest and zero-coupon
securities), accrued income that FSCO has not yet received in cash. Pre-incentive fee net
investment income does not include any realized capital gains, realized capital losses or
unrealized capital appreciation or depreciation. “Adjusted capital” means the cumulative
gross proceeds received by FSCO from the issuance of FSCO’s common shares
(including common shares issued in respect of reinvested distributions), reduced by
amounts paid in connection with repurchases of FSCO’s common shares pursuant to
FSCO’s share repurchase program.

The calculation of the incentive fee for each quarter is, as follows:

          •         No incentive fee is payable in any calendar quarter in which FSCO’s
                    pre-incentive fee net investment income does not exceed the quarterly
                    preferred rate of return of 1.50% (6.00% annualized);

          •         100% of FSCO’s pre-incentive fee net investment income, if any, that
                    exceeds the preferred rate of return but is less than or equal to 1.667% in
                    any calendar quarter (6.667% annualized) is payable to the Adviser. This
                    portion of FSCO’s pre-incentive fee net investment income which exceeds
                    the preferred rate of return but is less than or equal to 1.667% is referred to
                    as the “catch-up.” The “catch-up” provision is intended to provide the
                    Adviser with an incentive fee of 10.0% on all of FSCO’s pre-incentive fee
                    net investment income when FSCO’s pre-incentive fee net investment
                    income reaches 1.667% in any calendar quarter; and

          •         10.0% of the amount of FSCO’s pre-incentive fee net investment income, if
                    any, that exceeds 1.667% in any calendar quarter (6.667% annualized) is
                    payable to the Adviser once the preferred rate of return and catch-up have
                    been achieved. (Ten (10) percent of all FSCO’s pre-incentive fee net
                    investment income thereafter is allocated to the Adviser.)

          2. PA SCOF I

The management fee to be paid to the Adviser is an amount equal to, in the case of limited
partners in the Levered Series1, 0.50% per annum and in the case of limited partners in
the Unlevered Series2, 1.25% per annum, of the capital contributions of such limited
partner with respect to Unrealized Investments3, as defined herein, plus any outstanding
borrowings related to such Unrealized Investments. The management fee is paid
quarterly in advance. There is a management fee offset equal to 100% of all commitment,
closing, origination, transaction, break-up, directors’, monitoring, management,
amendment, and other similar fees.

With respect to the Fund, other expense reimbursements or non-advisory fees are
charged by the Adviser or its affiliates. These reimbursements and fees are disclosed to
investors and are in addition to the management fees and other fees described herein.
The Adviser and/or its affiliates may charge the fund monitoring fees to cover supervisory
...

ITEM 7 – Types of Clients

The Adviser provides investment advice to investment companies registered under the
1940 Act, private funds, certain SMAs and as a non-discretionary investment adviser. As
discussed in more detail in Item 4, the Adviser may advise other investment companies,
private investment funds, institutional investors or other persons or entities. Generally,
when advising private funds or SMAs, the Adviser provides advice on investments within
a stated investment period, based upon the fund or the account’s governing documents.

The following types of institutions may establish separate account advisory services with
FSGA or invest in funds sponsored by the firm: sophisticated institutional investors, major
public and private pension plan sponsors, corporations, foundations, endowments,
charitable organizations, insurance companies, financial institutions, municipalities,

sovereign funds, private investment funds, other pooled investment vehicles, family
offices, high net worth individuals, and other U.S. and international institutions.