Felicitas Private Markets Fund Cuts Management Fee to 1.00%, Lowers Expense Cap to 1.50%

The fee reset comes after a year in which net assets slipped to $101.1 million and borrowings on the fund’s bank line rose to $13.6 million.

October 30, 2026

Felicitas Private Markets Fund has lowered the management fee it pays adviser Skypoint Capital Advisors to an annual 1.00% of net assets from 1.50%, effective July 1, 2026. Skypoint also cut the cap on the fund's covered operating expenses to 1.50% of net assets from 2.25%. Both changes appear in an updated prospectus dated October 31, 2026, filed with a new Securities Act registration statement covering continued sales of up to $175 million of shares.

The fund is a non-diversified, closed-end fund of private equity, private credit and real estate investments that provides liquidity through discretionary tender offers. Skypoint, based in Atlanta, serves as investment adviser and oversees the sub-adviser and other service providers. Felicitas Global Partners, based in Pasadena, California, is the sub-adviser and handles investment selection, due diligence on underlying managers and asset allocation.

Bonar Chhay, Felicitas Global Partners' founder and managing partner, is the fund's portfolio manager. Before joining Felicitas in 2012, he helped manage the J. Paul Getty Trust's global private equity portfolio. As of June 30, 2026, Skypoint had about $132 million in assets under management, and Felicitas and its affiliates had about $821 million.

New Fee Terms

The lower fee comes through an amended and restated investment management agreement effective July 1. Skypoint is paid quarterly in arrears on quarter-end net assets, calculated before that quarter's share repurchases.

Under an amended and restated expense limitation agreement, also effective July 1, Skypoint will waive fees or absorb expenses to hold the fund's covered annual expenses at or below 1.50% of net assets through October 31, 2027. Skypoint cannot terminate the agreement before that date, and it renews automatically for one-year terms unless ended. The cap excludes taxes, leverage interest, acquired fund fees and expenses, shareholder servicing fees, financing fees and costs, and extraordinary expenses, so total expenses are expected to run above 1.50%. Skypoint may recoup waived amounts for up to three years if the fund stays within both the cap in place when the waiver was made and the cap in place at repayment. The prior limit, in effect from July 2, 2025 through June 30, 2026 and in earlier periods, was 2.25%.

Skypoint passes most of its fee to Felicitas. Each quarter, it pays the sub-adviser 83.33% of the first $750,000 of net management fee (the fee after waivers and expense reimbursements) and 66.67% of any amount above that.

What Shareholders Pay

The fund's fee table, based on estimates for the current fiscal year, lists these annual expenses as a share of net assets:

• Management fee: 1.00%
• Fees and interest on borrowed funds: 0.56%
• Acquired fund fees and expenses: 2.26%
• Other expenses: 0.81%
• Income tax expense: 0.40%
• Shareholder servicing fee: 0.15% (Class I only)

Total annual expenses come to 5.03% for Class Y and 5.18% for Class I. After a 0.31% fee waiver and expense reimbursement, net annual expenses are 4.72% and 4.87%. The private funds the fund holds generally charge performance-based fees of 10% to 20% of net capital appreciation on top of their management fees. The income tax line estimates deferred tax on unrealized gains in investments held through the fund's wholly owned subsidiary, and the fund says actual tax expense will vary.

Waivers had already shrunk under the old cap. Skypoint earned $1,668,046 in management fees in the fiscal year ended June 30, 2026 and waived $69,957, compared with waivers of $510,914 in fiscal 2025 and $401,305 in fiscal 2024. Felicitas received $1,331,742 in sub-advisory fees in fiscal 2026, up from $993,613 the year before.

Fiscal 2026 Results

Class Y shares returned 3.78% for the fiscal year ended June 30, 2026, after 4.66% in fiscal 2025 and 1.82% in the fund's first period of operations, which began July 1, 2023. Net asset value per share ended the year at $21.02, compared with $21.05 a year earlier, after distributions of $0.81 per share. Of that, $0.69 came from net long-term capital gains and $0.12 from net investment income. Net investment income per share rose to $0.65 from $0.40.

Net assets stood at $101.1 million at June 30, 2026, down from $112.6 million a year earlier. Net expenses including taxes, which exclude underlying fund costs, rose to 3.21% of average net assets from 2.30%. The fund says that excluding line of credit fees and expenses would have lowered the ratio by 0.56 percentage points, and excluding current tax expense by 0.40 points. Portfolio turnover was 8%, compared with 3% the prior year.

Leverage and the Credit Line

Borrowings totaled $13.6 million at June 30, 2026, up from $2.6 million a year earlier. Asset coverage per $1,000 of senior indebtedness fell to $8,434 from $44,305.

The fund and its wholly owned subsidiary hold a $20 million revolving line of credit with East West Bank, opened December 10, 2024 and subject to a borrowing base. Borrowings carry interest at the bank's prime rate plus 0.35%, with an all-in floor of 5.75%. The facility matures December 10, 2026, and the fund may extend it in 12-month increments if it meets certain conditions and pays an extension fee.

The prospectus says the fund will not take on ongoing, long-term fund-level borrowing and uses short-term borrowing for purposes such as meeting capital calls. Its leverage illustration assumes borrowings equal to 7.44% of net assets at an annual rate of 7.35%, which would require the fund to earn an extra 0.55% to cover the interest.

Strategy and Share Classes

The fund began operations at the close of business on June 30, 2023, when Felicitas Equity Fund, LP, which Felicitas advises, reorganized into it. Under normal conditions it invests at least 80% of net assets in private assets: investments in funds run by unaffiliated managers, secondary purchases of those interests, co-investments, and direct equity or debt investments. Underlying funds are limited to private funds and to registered funds and non-traded BDCs that invest at least 80% in private assets available only to accredited investors.

The 80% test counts cash and cash equivalents held to cover unfunded commitments, and derivatives at notional value. The board may change the policy on 60 days' written notice without a shareholder vote, provided the fund runs a repurchase offer with at least 60 days' notice, the offer is not oversubscribed and shares are bought at NAV.

Skypoint targets 50% private equity, 30% private credit, 10% real estate and 10% liquid investments. On a look-through basis, it generally aims to keep any single company or loan at no more than 3% of the fund's capital commitment.

Shares are generally offered at NAV as of the first business day of each quarter with no sales load. Minimum initial investments are $250,000 for Class Y and $25,000 for Class I, though the fund may accept less. As of August 31, 2026, all $101.2 million of outstanding shares were Class Y, with no Class I shares outstanding. Skypoint expects to recommend quarterly tender offers with valuation dates at each quarter-end, though the board decides whether any offer is made. Shares repurchased within one year of purchase carry a 2.00% early repurchase fee.