Bayshore Capital Advisors LLC

ITEM 5. FEES AND COMPENSATION

Consulting Clients

Bayshore requires each client to enter into an investment advisory agreement which details, among other matters, the terms of
the advisory relationship, the nature of authority granted (discretionary or non-discretionary) and the fee schedule. Bayshore
offers services for a fee based on an annual percentage of assets under management. Performance-based fees are also
available to qualified clients, and such fees are subject to individualized negotiation with each Consulting Client. Generally, the
minimum account size is $20,000,000 although Bayshore may waive the minimum account size under certain circumstances.
There is no stated fee for Consulting Clients. Instead, the Consulting Client and Bayshore negotiate the fee.

Generally, Bayshore assesses fees quarterly based on the portfolio’s value as of the last business day of the calendar quarter,
adjusted for additions and withdrawals during the quarter. Bayshore normally deducts fees from Consulting Clients’ accounts.
However, Bayshore may bill Consulting Clients for fees instead of having the fees deducted from Consulting Client accounts if
Bayshore and the Consulting Client mutually agree to do so.

Either Bayshore or the Consulting Client may terminate the account at any time on 30 days’ written notice. Bayshore and the
Consulting Client may agree to terminate on shorter notice, as long as this agreement is in writing. In the event of a termination,
Bayshore generally charges fees on a pro rata basis through the date of termination.

Bayshore Capital Advisors // Form ADV Part 2A - SEC File #801-60081                                                            5

For certain private fund investments, Bayshore may negotiate a fee based on a percentage of the client's total capital
commitment rather than asset value. This fee may include a non-refundable initial advisory fee and a monitoring fee billed
annually in advance. Upon termination, Bayshore will refund any prepaid, unearned monitoring fees on a pro rata basis.

Funds

Bayshore receives an annual management fee from the Funds, payable quarterly in arrears. Generally, the Funds’ quarterly
management fee is 0.25% (1.00% annually) of the investors’ capital commitment, capital account balance, or another measure
of assets in the Funds as applicable. The Funds’ offering documents include further details concerning the management fees.

Bayshore has the right, in its sole discretion, to waive or reduce, by rebate or otherwise, all or part of the management fee
otherwise due with respect to any Fund investor’s investment or any class of interests, including, without limitation, Bayshore’s
affiliates, members, principals, and / or employees. The general partners’ and managing members’ capital accounts will not
be charged any management fees.

The Funds will bear all costs, fees, expenses, liabilities and obligations relating to their activities including, without limitation,
organizational costs, legal costs, third-party administrator fees, tax preparation costs, auditing costs, due diligence costs,
expenses in connection with transactions not consummated, taxes and filing fees, and expenses associated with regulatory
compliance. Please refer to the Funds’ offering documents for further details of the Funds’ expenses.

Subadvisory Services

Bayshore offers services for a fee based on an annual percentage of assets under management. Performance-based fees are
also available to the primary adviser’s qualified clients, and such fees are subject to individualized negotiation with each primary
adviser. There is no stated fee for Subadvisory Services. Instead, the primary adviser and Bayshore negotiate the fee. Bayshore’s
fees for Subadvisory Services are separate from any other fee or expense incurred by the primary adviser’s clients for the
investment of their accounts, including but not limited to, fees, charged by the primary adviser. The primary adviser’s fees are
negotiated between the primary advisor and its clients. Bayshore is neither a party to the advisory agreements between the
primary adviser and its clients, nor generally privy to their primary advisory fee arrangements.

Other Fees and Expenses

Clients pay the management fees exclusively to Bayshore. The management fees do not cover the fees and expenses charged
by pooled vehicles and other investments, custodian fees and expenses, brokerage commissions, taxes, wire fees and other
transaction costs; Clients pay these other investment fees and expenses separately. Clients who invest in pooled vehicles and/or
use sub-advisers to manage a portion of their portfolio will pay more than one advisory fee. In that case, Clients will pay fees to
both Bayshore and to the pooled vehicles managers and/or sub-advisers used. Clients who invest in mutual funds may pay
additional fees such as administrative fees and 12b-1 fees. Bayshore is permitted to seek reimbursement for permitted expenses.
However, Bayshore may choose not to seek reimbursement for certain of those permitted expenses. Expenses incurred on behalf
of multiple Clients are allocated among the Clients for whom the expense was incurred. Bayshore bears the cost of shared
expenses for certain Clients. Please see Item 6 below regarding performance-based compensation.

From time to time, Bayshore, its affiliates, or its personnel may serve as directors or in similar governance roles at portfolio
companies held by the Funds. In connection with such service, these individuals or entities may receive compensation directly
from the portfolio companies. Such compensation may include, but is not limited to, director’s fees, equity-based awards, or
other forms of remuneration. Such compensation may or may not offset the management fees paid by the Funds to Bayshore,
Bayshore seeks to mitigate any potential conflicts of interest through its compliance policies and procedures, including regular
...

ITEM 7. TYPES OF CLIENTS

Bayshore creates and maintains investment portfolios for families, pooled vehicles and other clients. Generally, Bayshore’s clients
are both accredited investors as defined in Rule 501(A) of Regulation D under the United States Securities Act of 1933, as
amended (the “Securities Act”) and qualified clients as defined in Rule 205-3 of the Advisers Act.

The Funds are private offerings, are not registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”) and are not offered through any form of general solicitation or general advertising. The Funds are offered only
to sophisticated investors (a) who qualify as accredited investors, (b) who qualify as qualified clients, (c) who do not require
immediate liquidity for their investments, (d) for whom an investment in the Fund does not constitute a complete investment
program, and (e) who fully understand and are willing to assume the risks involved in the Fund’s investment program.

Typically, the minimum account size is $20,000,000 for a Consulting Client. Details concerning minimum initial and additional
subscription amounts for the Funds are found in the Funds’ offering documents. Bayshore may waive minimums at its sole
discretion.