Caravela Energy Partners LP

Item 5: Fees and Compensation

The fees applicable to Clients are set forth in detail in the investment management agreements
applicable to the respective Client. A general summary of the fees charged by Caravela is provided
below.

Fixed Fee and Discretionary Bonus

It is anticipated that the Clients will pay Caravela a management fee (the “Management Fee”) based
on the value of the assets that range from 0% to 2.5% per year. The Management Fee will be
payable generally monthly in arrears.

Performance-Based Compensation

It is anticipated that Caravela will be entitled to performance-based compensation (the “Performance
Fee”) that ranges from 20% to 30%. The Performance Fee is compensation that is based on a share
of capital gains on or capital appreciation of the invested assets of the Clients.

Other Types of Fees or Expenses

In addition to paying Management Fees and, if applicable, performance-based compensation, the
Clients will also be subject to other expenses. A s described in the applicable offering documents or
client investment management agreements, the following expenses may be allocated to the Funds or
Clients, as applicable:

   •    Legal, compliance, and risk management expenses, including fees for consultants and
        software;

   •    Administrator costs, including middle- and back-office services and software for trade capture
        and portfolio management;

   •    Audit, tax preparation, and accounting expenses, including third-party service providers and
        related software;

   •    Organizational expenses (as defined in offering documents);

   •    Fees related to execution and order management systems;

   •    Investment-related expenses, including brokerage commissions; research fees and expenses
        (e.g., Bloomberg and similar data services, cloud computing, and research-related travel
        including meals and lodging); interest on margin accounts; borrowing charges on securities
        sold short;

   •    Custodial fees and bank service charges;

   •    Fund-related insurance, including directors and officers (D&O) and errors and omissions
        (E&O) coverage for the Firm, the General Partner, and members of the Governance
        Committee;

   •    Fees and expenses of independent members of any fund governance committee;

   •    Regulatory compliance costs, including those associated with AIFMD, AEOI, and Master
        Fund registration with the Cayman Islands Monetary Authority (CIMA);

   •    Filing and reporting expenses, such as Section 13, Section 16, and Form PF filings;

   •    Directors' fees;

   •    Pricing service fees and portfolio valuation expenses, including data feeds and third-party
        valuation agents;

   •    Other costs associated with the purchase, sale, or transmittal of Fund assets;

Research-related expenses are subject to a cap of 0.25% per annum of the Fund’s or Clients’ net
asset value, measured based on the average NAV as of the first day of each calendar month during
the applicable year. Any research costs above this threshold will be paid by the Firm.

Please refer to Item 12 of this Brochure for a discussion of Caravela’s brokerage practices.

The allocation of expenses by Caravela between it and any Client and among Clients represents a
conflict of interest for Caravela. To address this conflict, Caravela will adopt and implement policies
and procedures that address the allocation of expenses. Caravela allocates expenses to each
Client in accordance with the Client's investment management agreement with Caravela. Caravela
seeks to allocate shared expenses for products and services benefitting the Firm and the Client and
not addressed in the Client's investment management agreement with Caravela in a fair and
reasonable manner.
Caravela is responsible for its overhead expenses of an ordinary and recurring nature, such as
rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for
furniture and fixtures, salaries and bonuses of its employees, employee insurance, employee
benefits and payroll taxes.

Item 6: Performance Fees and Side-By-Side Management

It is anticipated that Caravela will provide investment management services to multiple Clients.
Caravela may be entitled to be paid the Performance Fee. The Performance Fee creates an
incentive for Caravela to make investments that are riskier or more speculative than would be the

case in the absence of such performance-based compensation arrangements. The management of
multiple Clients creates a conflict of interest because Caravela may have an incentive to favor one
Client over another. Accordingly, Caravela will adopt and implement policies and procedures
intended to address conflicts of interest relating to the management of multiple Clients, including the
allocation of investment opportunities among Clients. To the extent applicable, Caravela will review
investment decisions to seek to ensure that accounts with the same or substantially similar
investment objectives are treated equitably.

Item 7: Types of Clients

Caravela provides advisory services to its Clients. The Clients are the Funds, the Sub-Advised
Funds and SMAs as listed above. The minimum investment for separately managed accounts
(SMAs) is generally $50 million; however, the Firm reserves the right, in its sole discretion, to adjust
this amount. The initial minimum investment for the Funds is $1 million.