Item 5 Fees and Compensation
A. Societas’s Client investors are all “qualified purchasers” as defined in the Investment Company
Act. The specific terms of Societas’s fee arrangements with the Clients are set forth in each Client’s
limited partnership agreement.
B. Societas generally deducts management fees (“Management Fees”) directly from the Clients’
assets. The Firm also may be entitled to a performance fee (the “Carried Interest Distribution”), based
on realized gains from investments above a performance benchmark. Carried Interest Distributions, if
applicable, are deducted directly from Clients’ assets as investments realize gains and not on a pre-
determined scheduled.
In addition to the Management Fee, in connection with the affairs of a Client, the Firm expects to receive
fees relating to: deal completion, portfolio company monitoring, agency services, board fees, termination,
cancellation or abandonment of any consummated or proposed investment, including origination fees, or
other related services in relation to investments (“Additional Fees”). Fifty percent of the portion of
Additional Fees attributable to a Client’s investment will generally be distributed to investors or applied
as an offset to the Management Fee for current and future periods.
C. Each Client will bear separately its own formation expense and operating costs, including but not
limited to: legal, accounting, tax, auditing, consulting and other professional expenses (including valuation
firms and other experts); fees charged by third parties including operating partners of the Firm (the
“Operating Partners”) to provide investment consulting services to, or for the benefit of, the Clients
(provided that such consulting fees do not exceed the rate typically charged by third parties engaged in
such consulting); fees payable to sub-advisors; management fees, professional liability insurance
(including costs relating to directors' and officers' liability insurance and errors and omissions insurance);
banking and custodial fees; investment-related fees and expenses; other expenses related to the
purchase, monitoring, sale, settlement or transmittal of portfolio investments (directly or through trading
affiliates) as will be determined by the Firm in its sole discretion (including costs associated with systems
and software used in connection with investment management); administrative expenses; legal,
regulatory and registration expenses relating to the Firm’s operations; entity-level taxes; filing fees; costs
of winding up and liquidating the Clients; and other expenses associated with the operation of the Client
and its investment activities, including extraordinary expenses such as litigation, workout and
restructuring and indemnification expenses, if any.
Clients will also be responsible for fees and expenses incurred by an affiliated commercial loan servicer,
HPF Service, LLC (“HPF”) an entity formed by VIG. HPF is owned and controlled by an affiliate of VIG and
part of VIG’s real estate platform and has been formed in order to provide servicing and special servicing in
connection with commercial mortgages. VIG has determined that (1) such fees and expenses are
commensurate with amounts charged by other third-parties for providing similar services, and (2) utilizing
HPF and the former President of HPF now a consultant to VIG (VIG is paying these consulting fees, but not
the fees and expenses in the servicing agreement referenced below), Jonathan Goodman, to provide asset
management services under the terms of his consulting agreement with VIG to manage the remaining HPF
positions towards realization. A copy of the agreement between HPF, the Clients and VIG (the “Servicing
Agreement”) is available upon request.
Please refer to the relevant Client’s governing documents for a complete understanding of each Client’s
fees and expenses. The information contained herein is a summary only and is qualified in its entirety by
the relevant Client’s offering memoranda.
Clients may incur brokerage and other transaction costs. Please see Item 12 “Brokerage Practices” for more
information.
D. Management Fees are paid quarterly. Upon termination of an advisory contract, any prepaid,
unearned Management Fees will be promptly refunded, based on the actual number of days remaining
in the quarter during which the advisory contract was terminated.
E. Neither Societas nor any of its supervised persons receive, directly or indirectly, any
compensation from the sale of securities or other investment products.