1. Purpose

The Fees and Expenses Policy describes the categories of fees, carried interest, and expenses that may be charged to or borne by funds managed by Slate Blue Capital, the framework for allocating expenses among funds and across the platform, and the controls in place to govern fee and expense practices. The complete economic terms of any fund, including specific rates, hurdles, and offsets, are disclosed in that fund's definitive private placement memorandum and subscription documents.

2. Scope

This policy applies to all funds, vehicles, and accounts managed or advised by Slate Blue Capital LLC and its affiliates. It applies to all officers, directors, partners, employees, and contractors of the firm. Carried interest and management fee economics are subject to the firm Code of Ethics and Conflicts of Interest Policy.

3. Management Fee Framework

Each closed-end investment fund pays a management fee to the investment manager at a rate disclosed in the relevant private placement memorandum. The management fee is typically charged on committed capital during the investment period and on net invested capital thereafter. Specific rates, step-downs, and exclusions vary by vehicle and are subject to most-favored-nation provisions disclosed to limited partners during fundraising. Operations funds and reserve funds do not pay a management fee.

4. Carried Interest Framework

Carried interest, where applicable, is structured as a share of net profits above a preferred return, distributed under a European whole-fund waterfall, with a general partner catch-up. Specific carried interest rates, preferred return hurdles, catch-up percentages, and waterfall mechanics are disclosed in the relevant private placement memorandum. Carried interest is not charged on operations funds or reserve funds. Carried interest is subject to clawback provisions to ensure aggregate distributions do not exceed the agreed sharing percentage on a fund-life basis.

5. Fund Expenses

Each fund bears its own organizational expenses (subject to a disclosed cap), ongoing operating expenses, professional fees, fund administration, audit and tax preparation, regulatory filings, custody and banking, insurance, valuation services, technology costs allocated to the fund, travel directly attributable to fund investments, broken-deal expenses for transactions not consummated, and other expenses customarily borne by private investment funds. Material categories of fund expenses are described in the relevant private placement memorandum.

6. Expenses Borne by the Investment Manager

The investment manager bears expenses associated with its overhead, personnel compensation (including base salary, bonus, and benefits), occupancy of the firm's offices, and ordinary business operations. Where an expense could reasonably be allocated either to a fund or to the investment manager, the manager defaults to bearing the expense unless the relevant private placement memorandum explicitly identifies it as a fund expense.

7. Transaction, Monitoring, and Other Fees

Where the firm receives transaction fees, monitoring fees, directors' fees, break-up fees, or other compensation from portfolio companies or third parties, the policy is to offset such amounts against management fees payable by the relevant fund, generally at one hundred percent, unless a different offset percentage is disclosed in the relevant private placement memorandum and accepted by limited partners.

8. Allocation Among Funds and Co-Investors

Where an expense relates to more than one fund, or to a fund and one or more co-investors, the expense is allocated in a manner the firm believes to be fair and equitable and consistent with the relevant fund documents. Standard allocation methodologies include pro rata to capital committed or invested, pro rata to participation in the specific transaction, or another methodology disclosed in the relevant fund documents. Broken-deal expenses are allocated to the funds that would have participated in the transaction had it closed.

9. Conflicts of Interest

Fee and expense arrangements can create conflicts of interest between the firm and limited partners and among different funds. Conflicts are managed in accordance with the firm Conflicts of Interest Policy. Material conflicts arising from fee or expense arrangements are reported to the Limited Partner Advisory Committee where required by the relevant fund documents.

10. Disclosure and Reporting

Each fund provides quarterly and annual fee, expense, and carried interest reporting to limited partners using the templates published by the Institutional Limited Partners Association. Reporting includes management fees, carried interest accrued and paid, fee offsets applied, fund expenses by category, and any allocations of expenses across funds.

11. Audit and Controls

Fees, carried interest, expense allocations, and fee offsets are subject to review by the firm's independent fund auditor and by the internal audit function as described in the Internal Audit Plan. Material exceptions or disputes are escalated to the Audit Committee. The Chief Compliance Officer reviews this policy annually and proposes amendments to the Board of Directors as necessary.