QIC Investments No 1 PTY Ltd

5     FEES AND COMPENSATION
The fees QICI expects to charge with respect to the investment advisory services it provides will be calculated
as a percentage of each Client’s assets under management. Such asset-based fees will typically be paid
quarterly, in arrears, based upon the average market value of the assets comprising the account at the end
of each day over the quarter. However, upon a Client’s request, QICI will consider other methods of payment
and/or fee calculation.
For QICI managed Funds, management fees will generally be deducted from each client’s assets in the
vehicle. A performance-based fee may also be payable based on the performance of the vehicle above an
agreed benchmark. For separately managed accounts, management fees will typically be invoiced separately
with payment being made by the client.
All Fund investors are expected to be “qualified purchasers” and, consequently, QICI is not required to
disclose in this brochure a schedule of the advisory fees QICI expects to receive from its Clients.
In addition to advisory fees payable to QICI, Clients will also be responsible for all costs and expenses incurred
in connection with the investments in their accounts, including, but not limited to, brokerage commissions;
clearing fees; fees, interest and other costs in connection with margin accounts or other borrowings;
borrowing charges on securities sold short; custodial fees; bank service fees; other investment-related
expenses incurred in connection with conducting due diligence on potential investments (including
transactions that fail to close) and monitoring investments; and costs of research and data services.
In addition, Funds managed by QICI may also bear all operating expenses, including, without limitation, those
incurred by way of, in respect of or in relation to (as applicable): (i) management fees; (ii) service fees; (iii)
expenses incurred in connection with the pursuit, evaluation, acquisition, ownership, valuation, sale or the
financing of any investments (including legal, appraisal, consultant, expert, regulatory, compliance and lender
fees and expenses and brokerage and agent commissions and fees related thereto and including any such
costs and expenses arising from investments that are pursued but not ultimately made and any such costs
and expenses that would have been borne directly or indirectly by co-investors if any co-investment had been
completed), as well as those expenses arising in respect to sourcing, identifying, researching, diligencing,
analyzing, evaluating, structuring, negotiating, making, owning, funding, originating, monitoring, developing,
managing and operating investments and/or potential investments, including reasonable travel and
accommodation costs incurred thereto; (iv) costs and expenses required to be paid in connection with any
investment-related financing to be obtained or assumed, including legal and broker fees; (v) the costs and
expenses associated with the formation of any joint venture; (vi) currency conversion costs; (vii) any fees and
expenses incurred in respect of any credit facility or other financing facility or other financing or refinancing
arrangements; (viii) interest; (ix) custodian, depositary, registrar and transfer agent expenses; (x) expenses
associated with the liquidation or dissolution of any joint venture or other investment vehicle; (xi) expenses
incurred in connection with ongoing operations (including legal, administrative, accounting, trustee, licensee,
secondee, director, intermediary, corporate service provider, custodian, nominee, depositary, tax, audit and
insurance expenses and ongoing offering expenses); (xii) certain extraordinary expenses; (xiii) expenses of
preparing, printing and mailing reports, notices and other materials to investors; (xiv) the third-party costs
and expenses incurred by the General Partner, QICI, any management entity and any other future person,
group or body whose purpose is to govern and/or advise a Fund (including QICI) or any affiliate, and annual,
quarterly and other meetings thereof (including reasonable travel, accommodation and other costs and
expenses incurred in attending such meetings); (xv) any costs or expenses incurred in connection with making
any filings with any governmental or regulatory authority (including any filings made on behalf of an investor);
(xvi) insurance premiums (including, without limitation, director’s and officer’s liability insurance), litigation
and indemnification expenses, including any claims and expenses and indemnification expenses and legal
fees, disbursements and governmental or regulatory fees and charges associated therewith; (xvii) the fees,
costs and expenses of any independent fiduciary, if any, and meetings thereof; (xviii) costs of financial
statements and tax returns; (xix) any taxes, fees or other governmental charges levied against a Fund or

                                                                                                            5 of 22

certain related entities and all expenses incurred in connection with any tax audit, investigation, settlement
or review of any such entity; (xx) the costs and expenses associated with any investor meetings; (xxi) the
costs and expenses of developing Liquidity Plans; (xxii) the costs and expenses associated with the formation,
maintenance, liquidation and/or dissolution of subsidiaries or other structuring vehicles; and (xxiii) any other
expenses relating to the organization or operation of a collective investment vehicle or certain related
entities.
Travel expenses may include meals, entertainment, lodging and other travel expenses incurred in connection
with the acquisition, evaluation, structuring, holding and disposition of investments and with soliciting,
reporting to and meeting with potential and current investors (including travel expenses related to annual
meetings). Travel expenses may include business class travel.
...

7     TYPES OF CLIENTS
QICI provides investment advisory services to various Funds which are generally not registered under the
Investment Company Act of 1940. Investors in these pooled investment vehicles include a wide range of
institutional investors, including Australian superannuation funds and other pension and profit-sharing plans,
sovereign wealth funds, charitable organizations and various collective investment vehicles offered primarily
to institutional investors. Some of these institutional investors will be affiliates of the QIC Group. Investors
will generally be required to meet certain eligibility requirements to subscribe to interests in the pooled
investment vehicles.
In general, the QIC Group will not provide advisory services to separately-managed accounts, or groups of
related separately-managed accounts, that have initial asset values of less than AU $25 million, unless the
QIC Group expects contributions to the account(s) in the future. Investors are advised to review the relevant
governing documents for each pooled investment vehicle to determine the minimum investment amount.
Typically, the minimum investment amount for Funds is at least AU $20 million. The QIC Group may, in the
future, set a higher or lower minimum account size depending upon circumstances it considers relevant. The
QIC Group also reserves the right to waive these minimum account size requirements on a case-by-case basis
in its sole discretion.