Adnate Capital Management LLC

Item 5: Fees and Compensation Advisory Fees
The following information describes how Adnate Capital is compensated for the advisory services we provide to our
clients. The specific manner in which fees are charged and the compensation we receive may differ between clients
depending upon the individual Investment Management Agreement with each client. Adnate Capital reserves the right
to negotiate our compensation with clients depending on the scope of our advisory relationship, and we may charge
higher or lower fees than are available from other firms for comparable services. Adnate Capital has the general
discretion to waive all or a portion of our fees.

1. Managed Fund Investment Management Fees

Adnate Capital as an investment advisor to its Managed Funds, Adnate Capital will receive an annual management fee of
1.0% of AUM for advisory services related to a Managed Fund’s private credit investments, unless otherwise specified in
the fund’s governing documents.

Closed-End Funds: Management fees are based on the net asset value (“NAV”), which is determined by a third-party
valuation service according to the fund’s governing documents. Fees are charged quarterly in advance, equal to one-
quarter of the 1.0% annual fee (i.e., 0.25% per quarter).

Open-End or Evergreen Funds: Management fees are based on the net asset value (“NAV”), which is determined by a
third-party valuation service according to the fund’s governing documents. Fees are charged quarterly in advance, equal
to one-quarter of the 1.0% annual fee (i.e., 0.25% per quarter).

Adnate Capital will deduct management fees with respect to open-ended Managed Funds directly from the capital
accounts of the investors in such Managed Fund and may deduct management fees with respect to closed-end Managed
Funds from the capital accounts of the investors of such Managed Funds.

Adnate Capital’s total fees across all services, including management and other compensation, will not exceed 2.0% of
assets under management.

Managed Fund’s Transaction and Origination Fees

Adnate Capital may earn transaction-related fees such as origination, structuring, or monitoring fees from portfolio
companies in connection with investments.

    •   These fees may be retained by Adnate Capital or used to offset management fees, depending on the terms
        disclosed in each Managed Fund’s offering documents.

    •   Adnate Capital takes steps to ensure these fees are disclosed, allocated fairly, and structured to avoid conflicts of
        interest.

Managed Fund’s Fee Adjustments and Preferential Terms

Adnate Capital may negotiate different fee terms with certain investors or clients based on:

    •   Commitment size

    •   Strategic relationships

    •   Timing of investment

These terms, if offered, will be disclosed in side letters or other documentation, in accordance with regulatory
requirements.

Managed Fund’s Expense Reimbursements

Adnate Capital is entitled to reimbursement for out-of-pocket and fund-related operating expenses, as disclosed in a
Managed Fund’s offering documents. These expenses may include, but are not limited to:

    •   Investment activity costs (due diligence, deal structuring—even for transactions not pursued)
    •   Third-party service providers (valuation, legal, audit, accounting, custodial, fund administration)
    •   Subscriptions to research/data platforms
    •   Insurance, tax filings, and regulatory compliance
    •   Advisory board meetings and LP communications
    •   Travel and related expenses
    •   Internal “In-House Costs” for legal, compliance, tax, accounting, and other shared functions
    •   Fund wind-down or liquidation expenses

All expenses are allocated fairly and equitably across fund investors based on allocation methods detailed in a Managed
Fund’s offering materials.

Managed Fund’s Service Provider and Internal Resource Expenses

Adnate Capital may provide services using internal staff or third-party vendors, based on what is most efficient or
appropriate for each Managed Fund.

    •   Examples include compliance, investor relations, accounting, technology, trade settlement, and governance
        support.

    •   The cost of these services—whether performed in-house or outsourced—may be charged to the fund or client
        account, including supervisory time from internal staff overseeing vendors.

    •   Expenses may vary by fund or account. Adnate Capital may switch from internal to external service delivery (or
        vice versa) without prior notice to the client.

Managed Fund’s Refund Policy

If a client terminates an advisory relationship or investment before the end of a billing period for which fees were prepaid,
Adnate Capital will refund any unearned portion of such fees on a pro rata basis, unless otherwise provided in governing
agreements. Refunds will be processed using the same payment method used to collect the fee, including wire transfer,
ACH/direct deposit, or check. Refunds will not be made in cash.

Managed Fund’s Conflicts of Interest Disclosure

Adnate Capital seeks to manage and disclose any potential conflicts of interest arising from fees, expense reimbursements,
and service provider arrangements. Clients and investors should review a Managed Fund’s offering documents for a full
explanation of applicable fees and the steps taken to mitigate conflicts.

Managed Fund’s Additional Information

This section provides a general summary of Adnate Capital’s fee practices. Clients and investors are encouraged to review
all applicable offering documents, investment agreements, or side letters for complete and fund-specific information.
Where there is a conflict between this brochure and other governing documents, the latter will control. For more
information on our brokerage practices, please refer to Item 12 Brokerage Practices of this Brochure.

2. Separately Managed Account Investment Management Fees.
...

Item 7: Types of Clients
Adnate Capital provides investment advisory services to Managed Funds and SMAs. Our clients typically include
institutional investors such as pension funds, endowments, foundations, family offices, development finance institutions,
insurance companies, sovereign wealth funds, Managed Funds, and other entities seeking customized private credit
exposure. Client relationships may vary in scope and length of service.

For private funds managed by Adnate Capital, investors are required to make a minimum capital commitment, the
threshold for which is defined in each fund’s governing documents, although Adnate Capital will require a minimum
aggregate Managed Funds investment of $250,000. These minimums may be waived at the discretion of the fund’s general
partner or investment manager. In certain cases, commitments below the stated minimum may incur an administrative
fee to cover additional compliance and operational costs, unless waived by the manager.

Investors in Adnate Capital’s private funds are expected to be (i) accredited investors, professional investors for purposes of
British Virgin Islands securities laws, or qualify as other types of investors under applicable U.S. or non-U.S. securities laws,
and (ii) “qualified clients” within the meaning of the rules and regulations promulgated under the Investment Advisers Act.

An “accredited investor” as defined by the SEC, includes an individual whose:

    •   Net worth exceeds $1,000,000, excluding the value of the primary residence, calculated individually or jointly with
        a spouse/partner.
    •   Annual income was over $200,000 (individual) or over $300,000 (with spouse/partner) in each of the last two
        years, with a reasonable expectation of reaching the same level in the current year.

An “accredited investor” as defined by the SEC, also includes the following professionals:

    •   Licensed investment professionals in good standing who hold any of the following: Series 7 (general securities
        representative), Series 65 (investment adviser representative), or Series 82 (private securities offerings
        representative).
    •   Directors, executive officers, or general partners of the issuer selling the securities (including those serving as a GP
        of an entity that controls the issuer).
    •   Any family client of a family office that itself qualifies as an accredited investor.
    •   For private fund offerings, the fund’s knowledgeable employees.

A “professional investor” as defined by the British Virgin Islands Mutual Funds Act 1996, is a person:

    •   Whose ordinary business involves, whether for that person’s own account or the account of others, the acquisition
        or disposal of property of the same kind as the property, or a substantial part of the property, of the fund; or
    •   Who has signed a declaration that he, whether individually or jointly with his spouse, has net worth in excess of
        US$1,000,000 (or its equivalent in another currency) and that he consents to being treated as a professional
        investor.

With respect to SMAs, Adnate Capital requires a minimum investment of $50,000,000, although this threshold may be
adjusted at the firm’s discretion based on client needs, mandate complexity, and portfolio customization requirements.
However, Adnate Capital in its sole discretion may waive or lower our minimum account balance requirements based on
various criteria (i.e., anticipated future additional assets to be managed, related accounts, account composition,
negotiations with the client, etc.).