Basis Management Group LLC

Item 5 Fees and Compensation
Basis will generally receive management fees in connection with the investment management and other
advisory services the Firm provides. Such fees paid by the Funds are indirectly borne by investors in such
Fund.

The applicable fees and expenses are set forth in the applicable Fund Documents, subscription
agreements, side letters and/or other governing documents.

Asset Management Fees

Subject to the terms of certain subscription agreements, from the date of the initial closing of each Fund,
as applicable, until the end of the relevant investment period, each Fund will pay management fees
("Management Fees") to the Firm in an amount stated in the Fund Documents. Thereafter, Management
Fees, on an annual basis, will be calculated quarterly on each limited partner's capital contribution that
remains invested in portfolio investments. Management Fees are subject to reduction (or “offsets”) as
provided below under "Organizational Expenses."

The precise amount of, and the manner and calculation of, the Management Fees for each Fund are
established by the Firm and are set forth in such Client's Fund Documents, which will be received by each
investor prior to investment in such Fund. In accordance with common industry practice, the Firm may enter
into "side letters" with some investors for fees that deviate from the standard fees as set forth in the Fund's
Governing Documents.

   Operating Expenses

The Investment Adviser will be responsible for all of its own day-to-day operating expenses, including office
overhead and compensation of employees.

   Organizational Expenses

The investors in each Fund will bear all legal, accounting, printing, travel and other organizational expenses
related to the formation of the applicable Fund and to the offering and sale of limited partner interests in
the Fund to prospective investors ("Organizational Expenses"). The Organizational Expenses to be paid
by the investors are set forth in such Client's Fund Documents, which will be received by each investor
prior to investment in such Fund.

   Partnership Expenses

Each Client will pay for all ordinary and extraordinary liabilities, costs and expenses incurred by or on its
behalf, including all legal, accounting and reporting expenses, out-of-pocket expenses (including travel and
reasonable and customary business entertainment expenses) relating to the development, acquisition,
origination, servicing, financing, refinancing, holding and disposition of investments (regardless of whether
the investments are consummated, but in any case only to the extent not reimbursed by any party),
Management Fees, any administrative fee related to underwriting and processing individual transactions,
any expense related to making temporary investments and any interest expense, liability insurance costs,
off-site record retention fees and research fees, software costs, research systems relating to the investment
strategies, indemnification expenses, custodian fees, interest on borrowed monies and brokerage fees and
commissions, administrative expenses related to the operation of the Fund (including fees and expenses
of accountants, attorneys, and other professionals incurred in connection with legal compliance, financial
reporting and tax return preparation), expenses of the advisory committee, any extraordinary administrative
or operating fees or expenses (including litigation or indemnification expenses) and any taxes, fees or

other governmental charges levied against the Fund. The foregoing expenses, which will not include rent,
overhead expenses, and salaries in respect of the employees of the Firm and its affiliates in performing
their duties specific to the Fund, are referred to as "Fund Expenses". Fund Expenses will generally be
allocated among the Fund Investments on a basis that the General Partner determines is fair and
reasonable.

Payment of Fees

Management Fees, calculated based on either the amount of the Fund's committed equity or invested
equity, and as further described in the Client's Fund Documents, are payable quarterly in advance.
Management Fees will be paid out of current income and disposition proceeds of the Fund and, to the
extent necessary, from capital contributions which will reduce unfunded commitments.

Neither the Firm nor any of its supervised persons (as such term is defined for purposes of the Advisers
Act) accepts compensation for the sale of securities or other investment products on behalf of Basis.
However, in accordance with the Funds' Governing Documents, affiliates of the General Partner or
employees may receive certain compensation for services relating to investments, including, without
limitation, accounting, financial reporting, property management, financing, primary or special loan
servicing or other similar services. In addition, certain employees may also receive compensation based
in part on the loans that they originate on behalf of Basis.

Item 7 Types of Clients
The Firm's Clients are primarily pooled investment vehicles that are excluded from registration as an
investment company under the Investment Company Act of 1940, as amended. Investment advice is
provided to each of the Funds (subject to the direction and control of the general partner of each such Fund
as applicable) and not individually to the investors in such Fund. Investors in the Fund may include, but
are not limited to pension plans, endowments, trusts, sovereign wealth funds, financial institutions and
other U.S. and non-U.S. corporations or otherwise highly sophisticated investors pursuant to certain
exemptions from registration under applicable federal securities laws.

In general, the minimum initial investment in the Fund is $5 million, although lesser amounts may be
accepted in the discretion of the General Partner.