Item 5. Fees and Compensation
This section contains a summary of the fees received by Seward Capital and/or its affiliates for
management of the REOS Compartment, as well as a summary of expenses payable by the REOS
Compartment, and fees received for the Baikal Program.
FFF Fund I SCSp SICAV-RAIF
(a) Management Fee6
Seward Capital is entitled to receive, payable out of the assets attributable to the REOS
Compartment on a quarterly basis, a management fee (“Management Fee”) calculated and paid
in accordance with the provisions of the Advisory Agreement.
Seward Capital shall issue intermediary invoices for the Management Fee for each reporting
quarter in an amount not exceeding 80% of the Management Fee accrued per quarter based on
the last available Net Asset Value of the REOS Compartment Units and a final adjustment of the
management fee shall be made based on the Net Asset Value of the REOS Compartment Units
for the relevant reporting quarter.
(b) Incentive Allocation 7
Carried Interest shall be paid to Seward Capital at the conclusion of each Fiscal Year. The amount
paid is based upon the class of REOS Compartment Fund Unit, calculated and paid in accordance
with the provisions on the Advisory Agreement.
Carried Interest may, at the General Partner’s sole and absolute discretion, be distributed in the
form of partnership interests (“Incentive Allocation”).
Terms used and not otherwise defined shall have the meanings ascribed to them in [the REOS Compartment
Supplement 5 to the FFF Fund I SCSp SICAV-RAIF Confidential Private Placement Memorandum (the “Offering
Memorandum”) and [Investment Management Agreement].
Terms used and not otherwise defined shall have the meanings ascribed to them in [the REOS Compartment
Supplement 5 to the FFF Fund I SCSp SICAV-RAIF Confidential Private Placement Memorandum (the “Offering
Memorandum”) and [Investment Management Agreement].
(c) Fund Expenses
The REOS Compartment shall bear its own start-up, offering and organizational expenses, such as
the cost of preparing the agreements and other documentation, and the expenses incurred in
offering and selling Interests, and other legal, accounting, and administrative expenses related
thereto.
On an ongoing basis, the REOS Compartment will bear all such costs and expenses that the
General Partner and Seward Capital reasonably determine to be necessary, appropriate, advisable,
or convenient for the conduct of the business of the REOS Compartment, including, without
limitation:
• its ongoing transaction (e.g., brokerage commissions and custody expenses), due diligence,
technology, administrative, legal, financial statement and tax preparation, audit, and
accounting expenses, the fees, costs, and expenses of the administrator, and any expenses
for services that the investors require the General Partner and/or Seward Capital to obtain;
• any taxes that, in the opinion of Seward Capital and the General Partner, the REOS
Compartment is required to pay;
• all costs and expenses relating to the REOS Compartment’s indemnification and
exculpation obligations;
• printing and mailing costs;
• insurance expenses incurred by the REOS Compartment (including, for the avoidance of
doubt, errors and omissions, insurance (or comparable coverage)) for Seward Capital and
General Partner; provided, that the REOS Compartment is a primary beneficiary of each
such policy;
• any extraordinary expenses (including litigation costs and expenses);
• subscriptions for information and research services used for the management of the REOS
Compartment; and
• all other costs related to the REOS Compartment’s investment activities (including “broken
deal” costs and all other costs and expenses related to unconsummated investment
opportunities).
The General Partner and Seward Capital will be reimbursed for any such expenses they bear on
the REOS Compartment’s behalf as soon as reasonably practicable. The REOS Compartment will
also pay the fees and expenses of the REOS Compartment’s Administration Agent 8, Depositary,
Paying Agent 9, Registrar and Transfer Agent 10, Domiciliary Agent 11, Legal Advisor as to
Luxembourg Law 12, Legal Advisor to US investment matters 13, and Prime Broker 14.
The Baikal Program
(a) Management Fee
CN Fund Advisors LLC charges a management fee, which is either a flat fee or a percentage of
the capital committed to a Private Equity Partnership (which equates to 1-2% of each of the
limited partners’ capital committed) during the commitment period as provided for each fund
investment by a Private Equity Partnership, payable annually in arrears.
(b) Incentive Allocation
Seward Capital LLC may on occasion receive an incentive fee for equity participation in a
potential investment in an underlying fund.
CF Fund Services SA
UBS Europe SE, Luxembourg Branch
CF Fund Services SA
Maprima Luxembourg SA
Hogan Lovells (Luxembourg) LLP
McGuireWoods LLP
UBS