Item 5: Fees and Compensation
The fees for the SouthOcean Investment Funds are as follows:
SouthOcean Private Credit Partners, LP
SouthOcean receives a quarterly management fee, payable in advance, on a sliding scale which starts at
0.25% per quarter for the first two years, after which point it is reduced to 0.125% per quarter for the next
two years after which point it is reduced to 0.0625% per quarter, of each investors interest in all
investments then held by the Fund as of the end of the preceding calendar quarter.
SouthOcean Private Equity Partners, LP
SouthOcean receives a quarterly management fee, payable in advance, on a sliding scale which starts at
0.1875% per quarter for the first two years, after which point it is reduced to 0.125% per quarter for the
next two years after which point it is reduced to 0.0625% per quarter, of each investors’ interest in all
investments then held by the Fund as of the end of the preceding calendar quarter.
SouthOcean Investment Partners, LLC
SouthOcean Multi-Strategy Alternatives Fund, LP (“SOMA”)
SOIP receives a quarterly management fee in advance computed at a rate of 0.1875% (i.e., 0.75% per
annum) of the value of each Limited Partner’s capital account as of the beginning of each fiscal quarter.
The management fee for the Funds is generally not negotiable, although SOIP retains the discretion to
waive fees for one or more investors, in whole or in part, without notification to other investors. In the
future, SOIP may enter into arrangements with clients on different terms than those outlined above.
Operating Expenses
In addition to the management fee, each investor in the Funds bears its allocable share of expenses
associated with the operations of the applicable Fund as outlined in detail in the respective Funds PPM.
Such expenses include, but are not limited to, the following:
• All expenses incurred in connection with the investigation, acquisition, development, financing,
management, operation and disposition of any investment, including without limitation: property
manager, leasing agent, sales agent, construction manager and trustee fees and expenses;
appraisal, engineering, architectural and environmental expenses; real estate commissions;
development and capital expenditures; expenses relating to the restoration, repair and
improvement of property; taxes; all travel expenses, long distance telephone expenses, accounting
expenses, legal fees and disbursements; transfer agent fees and expenses; and expenses of other
service providers, advisers and consultants;
• All costs incurred in connection with the preparation or delivery of or otherwise relating to reports
made to the Partners, including, without limitation, audit costs;
• All costs related to litigation involving the Funds or any investment, including, without limitation,
attorneys’ fees incurred in connection therewith;
• All costs related to the Funds’ indemnification or contribution obligations set forth in the Partnership
Agreement;
• Interest on and fees and expenses arising out of all permitted borrowings made by the Funds;
• The costs of any litigation, director and officer liability or other insurance (including allocated costs
thereof incurred by SOIP) and indemnification or extraordinary expense or liability relating to the
affairs of the Funds;
• All unreimbursed out-of-pocket expenses relating to transactions that are not consummated,
including legal, accounting, investment banking, advisory, financing and consulting fees;
• All extraordinary professional fees incurred in connection with the business or management of the
Funds;
• Any taxes, fees or other governmental charges levied against the Funds and all expenses incurred
in connection with any tax audit, investigation, settlement or review of the Funds; and
• All expenses of liquidating and winding-up the Funds.
Neither SOIP nor any of its supervised persons accepts compensation for the sale of securities or other
investment products.
SouthOcean Investment Partners, LLC