QIC US Investment Services Inc

5      FEES AND COMPENSATION
The fees QUIS charges with respect to the sub-advisory services it provides to the QIC Group investment
teams is calculated on a “cost plus” basis. Such fees are usually charged monthly in arrears based upon the
costs incurred by QUIS in connection with providing such services to the QIC Group plus a fixed spread.
However, QUIS will consider other methods of payment and/or fee calculation upon request.
QUIS receives a base management fee as compensation for the advisory services provided to the Funds. Base
management fees are calculated on a percentage of gross or net assets under management and accrued on
a monthly basis and paid quarterly in arrears. A performance-based fee may also be payable based on the
performance of a private fund above an agreed benchmark. Performance-based fees are generally calculated
and accrued quarterly and paid annually. The payment of performance fees may be subject to a “clawback”
mechanism, under which QUIS may be required to refund such fees in the event of underperformance over
the relevant clawback period.
With respect to a Client account, QUIS may also be compensated directly by the QIC Group out of the QIC
Group’s own revenues. In accordance with the governing documentation of the Fund or separately managed
account client agreement, fees may be deducted from clients’ assets or they may be billed for fees incurred.
All Fund investors that QUIS will provide advisory services to are expected to be “qualified purchasers” and,
consequently, QUIS is not required to disclose in this brochure a schedule of the advisory fees it expects to
receive from its Clients.
In addition to the advisory fees, 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, any Funds managed by QUIS, 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

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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, QUIS, any management entity and
any other future person, group or body whose purpose is to govern and/or advise a Fund (including QUIS) 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 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
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7     TYPES OF CLIENTS
QUIS 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. QUIS also provides non-discretionary sub-advisory services in respect of various
investment strategies offered by other QIC Group affiliates.

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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.