Arixa Management LLC

Item 5 - Fees and Compensation

Management Fees

Management fees ("Management Fees") for non-Fund Clients will be individually negotiated and vary
between Clients and, for Fund Clients, may be individually negotiated between investors in a particular
Fund. For example, certain Fund investors will pay a reduced Management Fee at ARIXA's discretion based
on, among other things: the amount of capital committed, the number of investments made by the investor,
its affiliates and/or its related investors in that or other Funds, and the timing of the investor's investment
in the Fund. ARIXA also will not charge Management Fees to its own affiliates who are Fund investors.

Management Fees are paid on a periodic basis, generally, but not exclusively, monthly, either in advance
or in arrears. Management Fees are typically not refundable. To the extent that a Management Fee is payable
for less than a full payment period, the amount will be appropriately prorated. Management Fees are either
billed to Clients (or, in the case of Funds, investors) or deducted from available funds as negotiated with
specific Clients and specified in the governing documents for each respective Fund.

Non-Investment Advisory Services (Other Services) Fees

ARIXA or its affiliates may provide non-investment advisory services ("Other Services") that would
otherwise be provided by independent third parties to Clients for additional compensation ("Other Services
Fees"). The terms and conditions upon which Other Services are provided and the terms and conditions of
Other Services Fees are individually negotiated with each Client and are set forth in the governing
documents. Other Services Fees may not reduce or offset Management Fees. Generally, Other Services
Fees are otherwise no less favorable to the Client and/or its investment than the arm's-length rates on which

ARIXA MANAGEMENT, LLC                                                                     Disclosure Brochure

the Client or such investment could obtain comparable services from an unaffiliated service provider, taking
into account the nature of the relevant asset type and the special services required.

ARIXA’s Allocable Costs and Expenses

In addition, any of the foregoing services may be rendered by ARIXA or its affiliates and related entities,
including in-house legal, finance, accounting, tax, compliance, human resources, information technology,
development and construction personnel, as the case may be, and their Allocable Costs and Expenses with
respect to such services, will be a Fund Client expense if (i) the costs for such services are billed to the
Client in accordance with standard cost reimbursement procedures established by ARIXA for the billing of
such services, (ii) such services are rendered on terms which are no less favorable to the Client than the
terms on which the Client could obtain comparable services from an unaffiliated third party and (iii) the
provision of such services by such entities or personnel is in the good faith judgment of the Fund's managing
member in the interests of the Client. "Allocable Costs and Expenses" means an allocable share of all costs
and expenses of ARIXA and its affiliates and related entities (as applicable) related to services provided to
the Client and/or Other Services, including, (a) out-of- pocket costs and expenses of the managing member
and/or its respective affiliates and related entities, (b) direct and indirect employment and overhead costs
of employees involved in, assisting with, or ancillary to the performance of such services (e.g., internal staff
counsel and other legal professionals, finance and capital markets, tax, accounting, compliance, human
resources, risk management, information technology, administrative, operations, real estate services,
development or construction personnel, and marketing and communications), (c) expenses relating to any
offices or office facilities (e.g., rent, telephone, printing, mailing, utilities, office furniture, equipment,
machinery and any other office, internal, and overhead expenses), (d) information technology expenses
associated with any computer software or hardware, (e) insurance costs and fees and (f) expenses of any
third party retained by ARIXA, the managing member and/or their respective affiliates and related entities.

Other Fund Client Fees and Expenses

Fund Clients are responsible for their organizational and operating expenses in accordance with their
respective governing documents. Such operating expenses may include the following and other similar
expenses:

    •   All reasonable out-of-pocket fees, costs and expenses incurred in identifying, sourcing, marketing,
        evaluating, originating, developing, negotiating, structuring, acquiring, monitoring, holding,
        protecting, strengthening, financing, refinancing, mortgaging, performing valuations, exchanging,
        realizing, heading and disposing of loans or other investments owned by the Fund Client, including
        any associated Other Service Fees, financing, legal, auditing, accounting, advisory, consulting,
        other third party and/or any travel, accommodation and meal expenses, deposits funded thereon,
        brokerage commissions, research and quotation service fees and expenses, custodial expenses,
        costs and expenses for organizing, maintaining and complying with requirements of any
        subsidiaries through which the Fund Client may invest, any costs and expenses related to the
        negotiation of co-investments or similar arrangements and other costs incurred with respect to
        investments and any other out-of-pocket amounts incurred with respect to such loans or other
        investments;

ARIXA MANAGEMENT, LLC                                                               Disclosure Brochure

  •   Upon the disposition of a loan, the Fund records a one‑time servicing‑related allocation, inclusive
...

Item 7 - Types of Clients

As previously mentioned, ARIXA provides investment advisory services primarily to Funds that are exempt
from registration under the Investment Company Act pursuant to Sections 3(a)(1), 3(c)(5)(C), 3(c)(6),
3(c)(7) or 3(c)(1) thereof. ARIXA also provides investment advisory services directly to non-Fund
institutional investors, high net worth individuals and family offices. ARIXA does not currently provide
investment advisory services directly to nonaccredited retail investors or to registered investment
companies.

The Funds will offer interests only to certain accredited investors and qualified investors who meet
qualification requirements under applicable securities laws and other laws. Admission to the Funds is not
open to non-accredited investors.

The minimum capital commitment to invest in a Fund varies, depending on the Fund; however, the Fund's
managing member or general partner generally has the discretion to reduce the minimum capital
commitment. All Fund investors are subject to applicable financial sophistication requirements and ARIXA
requires Fund investors who are charged performance-based fees to be "qualified clients" ("Qualified
Clients"), as defined in Rule 205-3 of the Advisers Act. In addition, ARIXA requires that U.S. Fund
investors be "accredited investors" as defined in Regulation D under the Securities Act and that non-U.S.
Fund investors satisfy the requirements of Regulation S under the Securities Act.

ARIXA MANAGEMENT, LLC                                                                     Disclosure Brochure