Aretex Capital Management LP

Fees and Compensation

A.       As compensation for its services, Aretex receives an annual management fee (the “Management Fee”)
based on a fixed rate or percentage of a Fund’s net asset value, committed capital or invested capital. The Firm
and/or certain of its affiliates also receive incentive-based compensation (the “Incentive Allocation”) based on
realized gains from investments, subject to agreed-upon hurdle rates, high water marks and claw-back
provisions. As of the date of this Brochure, the Firm only provides investment advice to clients who meet the
definition of qualified purchasers as defined in Section 2(a)(51(A) of the Investment Company Act of 1940, as
amended.

B.       The Firm receives the Management Fee directly from the Fund(s) on a quarterly basis. The
calculation of the Management Fee is derived from the most recent valuation of the portfolio, as
determined by the investment manager, general partner or other responsible party. An Incentive Allocation
is typically deducted directly from a Fund’s assets as investments realize gains and not on a pre-determined
schedule.

C.        The Firm receives from time to time monitoring fees, organization fees, administrative fees or set-up
fees, consulting fees or other similar fees from a Fund, a Fund’s portfolio companies or their respective
affiliates. Unless otherwise disclosed, these fees will generally be offset in their entirety against the Management
Fee paid by the applicable Fund. Each Fund’s Governing Documents provide a more detailed description of
the expenses borne by the Fund.
Aretex and the Fund(s) generally bear their own expenses. Expenses are allocated on a case by case basis
in accordance with each Fund’s Governing Documents. Expenses the Fund(s) may incur generally include
but are not limited to:
          (i) organizational and certain offering expenses and marketing expenses (including, without
               limitation, reasonable travel, duplicating and printing, postage and delivery, telephone, legal,
               accounting and consulting fees and expenses, filing fees, and other related fees and expenses)
               incurred in connection with the organization and funding of the Fund(s), Aretex and the
               General Partner;
          (ii) expenses incurred by the Fund(s), Aretex, or the valuation committees or advisory
               committees of the Fund(s) in connection with investments made or considered by the Fund(s),
               which includes all broken deal expenses (regardless of whether other third-party co-
               investors would have participated in the proposed deal and may not otherwise bear any
               portion of the broken deal expenses), including, without limitation, brokerage commissions,
               formation of permanent capital vehicles, private placement fees, appraisal fees, expenses
               related to short sales, clearing and settlement charges, custodial fees, interest expenses,
               servicing, syndication, costs of joint ventures or other entities (including operating
               platforms), investment advisory fees, incentive compensation, the costs of third-party
               compliance products and services, the costs and expenses incurred in connection with any
               indebtedness, including, without limitation, the costs of establishing such indebtedness, the
               costs of monitoring compliance therewith (including, without limitation, the costs of any
               computer software used for such purposes) and other fees and compensation, investment
               related travel expenses (to the extent that such travel expenses are reasonable) and
               professional fees relating to investments including, without limitation, consultants’ fees;

        (iii) expenses of certain in-house services performed by Aretex if it believes it can provide such
               services more effectively and at a cost that is comparable to prevailing market rates for such
               services (the fees described above would be in addition to the management fee and may be used
               by Aretex or its affiliates in engaging personnel and in incurring other overhead costs to manage
               the loans and other assets in lieu of hiring an unaffiliated third-party service provider to provide
               these services);
        (iv) expenses incurred by the Fund(s) in connection with their ongoing operations (including,
               without limitation, legal, administrative (including expenses relating to fund
               administration fees), accounting, tax, valuation, audit and insurance expenses);
        (v) expenses incurred by Aretex or its affiliates in connection with the ongoing operations
               (including, without limitation, legal, administrative, accounting, tax, valuation, audit and insurance
               expenses of each such entity, as well as third party compliance expenses incurred with respect to
               the Fund(s)) of the Fund(s);
        (vi) expenses related to compliance with applicable regulatory and/or reporting requirements with
               respect to the Fund(s), including Form PF;
        (vii) expenses related to amendments, modifications, revisions or restatements of the Governing
               Documents of the Fund(s);
        (viii) expenses relating to meetings of investors in the Fund(s) or advisory committees (including
               reasonable travel expenses) of the Fund(s);
        (ix) research-related expenses, including statistical and market data, conferences, software and
               software consulting;
        (x) taxes and any interest, penalties or expenses related to any taxes and any tax proceedings;
        (xi) insurance premiums, including general partner liability, manager liability, directors and officers
               liability and similar coverage;
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Types of Clients

As more fully described in Item 4 of this brochure, the Firm provides investment advisory services to pooled
investment vehicles that are excepted from the definition of investment company under the Investment
Company Act of 1940, as amended.

In general, the minimum initial investment in a Fund is $5 million, depending on the Fund, although lesser
amounts may be accepted in the discretion of the general partner.