Overview
FUND MANAGEMENT FEE SCHEDULES
SFA receives management fees for managing the Funds. Generally, management fees are charged at an
annual rate of between .75% and 1.5% of the amount of capital committed by each limited partner in a Fund.
Management fees are payable quarterly in advance and are typically paid by limited partners via capital calls.
The first payment, if less than a full quarter, is pro-rated for the days remaining in the quarter. More detailed
information regarding the management fee for each Fund is set forth in the respective Private Placement
Memorandum (“PPM”) and Limited Partnership Agreement (“LPA”).
The foregoing represents the management fees charged by SFA; however, fees are negotiable in certain
circumstances, and arrangements with any particular investor.
ADDITIONAL TYPES OF FEES OR EXPENSES
In addition to the management fees paid to SFA, each of the Funds bear certain expenses. As set forth in its
respective LPA, each Fund bears expenses including, without limitation: (i) administration fees and expenses,
whether provided by a third party or by SFA or an affiliate of SFA; (ii) audit fees; (iii) broken deal expenses; (iv)
brokerage commissions, clearing and settlement charges (please see Item 12 for additional information
regarding brokerage practices); (v) custodial fees and other bank service fees; (vi) interest and other expenses
incurred in respect of borrowings, if any; (vii) due diligence related expenses, including, without limitation, third
party consultants and related travel; (viii) expenses associated with information, communication and periodic
reporting to investors; (ix) expenses incurred in connection with legal and regulatory compliance with U.S.
federal, state, local and non-U.S. or other law or regulation; (x) financial statements, tax returns and Schedules
K 1; (xi) insurance premiums; (xii) legal fees, including costs of litigation involving the Funds or accounts and
the amount of any judgments or settlements paid in connection herewith; and (xiii) marketing expenses incurred
in connection with fundraising activities in each case subject
to the organization expense cap for the applicable
Fund. Expenses of SFA in connection with maintaining and operating its offices (such as compensation of its
employees, rent, utilities and general office expenses) are not included. Please refer to the Funds’ respective
PPM and LPA for a detailed description of expenses borne by each Fund.
TERMINATION
The proceeds received from the sale of portfolio holdings (as well as interest and cash dividends received) are
generally distributed to limited partners. However, limited partners in the Funds are not permitted to otherwise
reduce or withdraw their investments until the Fund’s maturity without the consent of SFA (or an affiliate) in its
capacity as general partner. Such consent, if given, would require that the withdrawing partner be penalized
for such early withdrawal.
In the event SFA’s services are terminated prior to the end of a quarter, SFA shall refund the unearned portion
of the management fee it received from limited partners.
Saybrook Tax-Exempt Investors, LLC (“STEI”) and Saybrook Fund Investors, LLC (“SFI”) serve as the general
partners to certain of the Funds and have an ownership interest in certain of the Funds. STEI and SFI receive
a profit allocation or “carried interest” for serving as the general partners, entitling STEI or SFI to 20% of realized
profits after a preferred return to limited partners. This carried interest is based on realized gains and received
income only, and is payable as portfolio holdings are liquidated, subject in some cases, to a reserve or claw-
back arrangement to account for possible or actual losses incurred on holdings subsequently sold. All such
arrangements conform to section 205(a)(1) of the Advisers Act. Carried interest amounts in the Funds are
determined based on proceeds distributed to investors after stated hurdle rates have been achieved.
SFA and its affiliates have sponsored, managed, or participated in, and may elect in the future to sponsor,
manage or participate in, other securities investment activities, accounts and programs unrelated to the Funds,
but which may compete with the Funds’ investment activities.