Item 5 Fees and Compensation
Napier Park offers discretionary and non-discretionary investment management and advisory fees
for a percentage of assets under management or fees based on performance as described below and
in Item 6. Fees may differ based upon a number of factors, including without limitation, overall
fee arrangements, account complexity and size, assets under management and the terms of the
various Napier Park Funds. Fees for certain of Napier Park Funds in some cases are waived,
reduced or calculated differently with respect to certain investors, including Napier Park
employees or affiliates, at the discretion of Napier Park as permitted by the Napier Park Fund’s
offering documentation and organizational documents.
Napier Park may in the future charge other types of fees and use different fee structures, including
variations of performance or incentive fee and allocations. Napier Park may share a portion of
such fees with certain placement, sales or referral agents.
Napier Park’s fee schedule is available upon request.
Fees Charged
Funds and CLOs
The Funds pay Napier Park a management fee and, in certain cases, an incentive fee or incentive
allocation (if earned). Fees earned with respect to a Fund may compensate Napier Park or its
affiliates for the provision of certain ancillary services, the responsibility for all or a portion of
which may be subcontracted to other parties. The amount of fees to be paid by a Fund is set forth
in the offering materials for that Fund. Management Fees payable generally range from 0.5% to
2.0% per annum of assets under management in respect of asset-based fees, and 15% to 20% of
profits in respect of any performance fees or allocations. Napier Park may share a portion of such
fees with certain sales or referral agents.
Managed Accounts
The investment advisory agreement and account documentation relating to each Managed Account
specifies the fees payable to Napier Park. Such fees may include management fees and incentive
fees. Management fees payable by Managed Accounts are based on assets under management
and, for certain Managed Accounts, an additional performance fee determined as a percentage of
profits, and currently range from .45% to 1.25% per annum of assets under management in respect
of asset-based fees and 15% to 20% of profits in respect of any performance fees. Napier Park
may share a portion of such fees with certain sales or referral agents.
Method of Payment of Fees
The Funds pay management and incentive fees at such times and in such manner specified in their
respective documentation. Such fees will be deducted from the relevant Fund and reflected in an
investor’s net asset value per share or capital account, as applicable.
Management fees and incentive fees in respect of any Managed Account are paid as set out in the
respective documentation for the relevant Managed Account and may be customized. It is
expected that a Managed Account’s management fees will be calculated and payable monthly in
arrears and will be deducted from the client’s account. Any incentive fee will be calculated and
payable at the end of each fiscal year and also deducted from the Managed Account.
Additional Compensation Received by Affiliates
Affiliates of Napier Park may have relationships with, and provide certain services to, an
Investment Vehicle for which Napier Park receives compensation.
Distribution Fees
Napier Park is affiliated with FEF Distributors, LLC (“FEF Distributors”), a limited purpose
broker-dealer and wholly owned subsidiary of FEIM. FEF Distributors is a placement agent of
one or more private funds advised by Napier Park. FEF Distributors performs similar services for
Napier Park affiliates including FEIM and First Eagle Alternative Credit, LLC (“FEAC”). FEF
Distributors may receive compensation for the sale of securities, including asset-based sales
charges, service fees and contingent deferred sales charges from the sale of the registered funds it
distributes and may receive commissions or other compensation attributable to sales of private
funds. These fees and charges are not applied to offset advisory fees. Certain ofFEIM’s employees
who are also associated persons of FEF Distributors receive compensation that considers the sale
of investment as one of many factors used to determine discretionary compensation. All such
compensation is paid by Napier Park, as applicable, from Napier Park’s revenue. In addition,
FEIM has adopted incentive plans and has entered into agreements that provide for cash payments
compensation to employees who develop and refer new business. These arrangements may present
a conflict of interest and give Napier Park and its employees/FEF Distributors representatives an
incentive to recommend investment products based on the compensation received, rather than on
a Client’s needs. To help prevent Napier Park and its employees from acting in such a way, Napier
Park has adopted a Code of Ethics requiring all employees to act solely in the best interests of
clients. Certain of Napier Park’s investment products can be purchased through other agents or
brokers that are not affiliated with Napier Park. Certain investors in GC Ferry Parent, L.P. and/or
non-employee directors of GC Ferry Parent GP, LLC have financial interests in entities that receive
compensation for the sale of investments (including investments in the Funds, private funds and
potentially to SMAs). Any such compensation would generally be paid by FEIM from revenue
attributable to its management of such investments.
Additional Fees and Expenses
As described in more detail in its respective offering or account documentation, each Investment
Vehicle bears its organizational and initial offering expenses and its operating and other expenses,
which may include, but is not limited to, direct investment-related expenses (e.g., custodial fees,
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