A Fin Management LLC

FEES AND COMPENSATION

A.    Advisory Fees

 Management Fees

 Affinity generally receives a fixed quarterly management fee from Clients of 0.5% (2.0%
 annualized), as described in the applicable Client’s Governing Documents.
 The Governing Documents set forth the full list of terms under which management fees will
 be reduced, offset or otherwise be limited, and consequently investors should expect to bear
 the full specified management fee rate in the Governing Documents until they are reduced in
 the circumstances and on the date(s) specified therein.

 Performance-Based Incentive Distributions, Allocations, Carried Interests or Fees

 With respect to each underlying investor in the Private Funds, Affinity or one of its Affiliates
 generally will be allocated or paid a performance-based incentive distribution, allocation,
 carried interest or fee of up to 20% of the proceeds realized upon the disposition of the assets
 of such Private Fund; subject to the return of capital contributions to investors, a preferred
 return to investors, and catch-up distributions to the recipients of such performance-based
 incentive distribution, allocation, carried interest or fee, in each case as described in the
 applicable Private Fund’s Governing Documents.

 Compensation Waivers or Reductions

 Compensation to Affinity is negotiable, and is set forth and described in each Client’s
 Governing Documents. Certain investors in the Private Funds negotiate for and pay reduced
 management fees, performance-based incentive distributions, allocations, carried interests or
 other fees. Affinity is also permitted to exempt certain affiliated partners of Affinity, including
 Affinity personnel and any other person designated by Affinity, such as “friends and family”
 of Affinity or its personnel, or other investors as determined by the applicable Affiliate based
 on the applicable Private Fund’s Governing Documents, from payment of any management
 fees and/or carried interest in respect of their investments in the Funds.

B.    Payment of Fees

 Management fees and performance-based incentive distributions, allocations, carried interests
 or fees are generally deducted directly from Client accounts. If an advisory contract is
 terminated before the end of a billing period, unearned, pre-paid fees (prorated for the
 remaining portion of the billing period) will be refunded directly to the Client or underlying
 investor in accordance with the terms of the Client’s Governing Documents.

C.    Additional Fees and Expense.

 In addition to organizational and offering expenses described in the applicable Clients’
 Governing Documents, the Client also generally will bear all costs and expenses relating to its
 activities and operations (to the extent not reimbursed in connection with an investment),
 including, without limitation, the following costs and expenses:

       (i) expenses associated with all investments and transactions considered, evaluated and/or
       consummated by the Client, including, but not limited to, expenses associated with sourcing,
       negotiating, investigating, researching, financing, structuring, acquisition and due diligence of
       investments and potential investments, whether or not consummated (including, without
       limitation, data and research onboarding, ingestion, aggregation and analysis, and third-party
       research, data, analytics, modeling, structuring, pricing, execution and other third-party
       information systems, software, and service fees (including, without limitation, the expenses
       with respect to data, data feeds, subscriptions, expert networks, political intelligence providers and
       reports));

       (ii) expenses associated with holding, financing, monitoring, hedging, maintaining and
       disposing of all investments of the Client and all transaction and other costs associated
       therewith, including, without limitation, expenses associated with proxy research and voting
       services;

        (iii) travel and related expenses (which includes expenses for private air travel in addition to
        business class or first-class travel) associated with investments and potential investments1;

       (iv) professional fees associated with investments and potential investments, including, but
       not limited to, accounting, consulting, investment banking, legal and other advisory fees and
       expenses (including, for the avoidance of any doubt, any third-party consultants engaged in
       respect of the Client and/or its portfolio investments);

       (v) transaction fees, brokerage commissions, clearing and settlement charges and similar fees
       and expenses associated with the acquisition, disposition and settling of investments and
       potential investments, including, without limitation, in connection with outsourced trading;

       (vi) administrative, custodial, appraisal, valuation, legal, consulting, advisory and similar fees
       and expenses associated with the Client’s operations, investments and transactions, including,
       without limitation, fees and expenses of any administrator, the costs of client relationship
       management systems and the costs of SOC 1 and SOC 2 reports;

       (vii) broken-deal, failed transaction, break-up and similar fees, costs and expenses (to the
       extent not paid by the sponsor of a potential portfolio company and/or from the portfolio
       company itself, whether through good faith deposits or otherwise) (including, without
       limitation, any portion thereof attributable to potential co-investors2);

    Affinity and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or
      resulting from their activities on behalf of the Clients that will neither be subject to an offset against any management
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TYPES OF CLIENTS

Affinity provides investment management services and advice to the Private Funds.
Underlying investors in the Private Funds include (or are expected to include) high net-worth
individuals, financial institutions, corporations, sovereign wealth funds, endowments,
charitable organizations, public and private pension funds and other investment funds.
Generally, each underlying investor in a Private Fund must be an “accredited investor” as
defined under Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and a “qualified purchaser” as defined in the U.S. Investment
Company Act of 1940, as amended (the, “1940 Act”). Certain employees of Affinity who
qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act may be permitted to
invest directly or indirectly in the Private Funds. The Governing Documents of each Private
Fund may set minimum amounts for investment by prospective investors in such Private Funds
and such minimum range is generally between $25 and $50 million. These minimum amounts
are waivable by Affinity or an Affiliate.