Connelly Capital Management LLC

Item 5 - Fees and Compensation
    The Company offers its advisory services on a fee basis. Fees paid by any Series are indirectly
paid by its equity investors. The Company’s fees are as follows:

               (a)    Organization Fee: a one-time fee in the amount of $25,000 payable upon an
                      investor’s execution of a term sheet (or similar agreement) for the
                      establishment of a Series, which is used to pay legal and other costs and
                      expenses related to the establishment of such Series;

               (b)    Structuring Fee: a one-time fee that ranges from 1.00% to 3.0% of the
                      capital contributed by each investor to a Series, which is payable upon the
                      investor’s initial capital investment in such Series; and

                (c)     Management Fee: an annual fee that ranges from 1.00% to 1.50% of the
                        capital committed by each investor to a Series, which is payable quarterly
                        in advance.

         In addition, one or more Series pays as additional compensation to the Company, in the
 form of a non-voting membership interest in one or more Series, a stated percentage in the range
 of 10% to 15% of the tax savings generated by such Series as a result of its Fund’s tax grant under
 the Puerto Rico Incentives Code, as amended (the “Incentives Code”). This tax-based
 compensation is generally payable within five days after the date in which such tax savings are
 realized by the investors of such Series.

        The specific terms and fee structures of the Company are negotiated in advance and
 included as part of a term sheet executed by Series investor. Such fees are then provided in the
 Investment Advisory Services Agreement and other related documents that are executed at the
 closing of a capital investment in a Series. The Company reserves the right to waive or reduce any
 fees based on specific circumstances, special arrangements, pre-existing relationships with
 investors, or otherwise. In addition, given that each Fund is organized as a series limited liability
 company, the specific terms and fee structures may vary between each Series.

        The Company generally bills its management fee on a quarterly basis and is payable in
 advance. Prepaid but unearned management fees, if any, are refundable to the investors upon the
 termination of their Series. The Company may deduct from each Series’ bank accounts any
 management, advisory or other fees payable to the Company under the applicable Fund or Series
 agreements.

          In addition to the fees payable to the Company, the Funds may also incur additional charges
 imposed by third parties such as custodians, auditors, banks, business valuators, and other financial
 institutions. Additional charges may include accounting and audit fees, legal fees, fees and
 expenses related to regulatory inspections and other fees and expenses. Any such charges, fees or
 expenses are in addition to the Company’s fees.

        It is important for each investor who is considering investing in either Fund to review its
 organizational documents, including the Limited Liability Company Agreement, the Separate
 Series Operating Agreement, the Investment Advisory Services Agreement, the Subscription
 Agreement and any Side Letter Agreement (collectively, the “Investment Documents”), as
 applicable, for a detailed description of the fees and expenses applicable to such an investment.

Item 7 - Types of Clients

         The Company provides its advisory services solely to the Funds and each Series, not
 individually to the investors thereof or any other person. All Fund or Series investors are
 “accredited investors” and “qualified clients” or “qualified purchasers” as such terms are defined
 by the Securities an Exchange Commission (“SEC”) under applicable rules. Neither Fund has a
 minimum amount for investment commitments. Exchange Commission (“SEC”) under applicable
 rules. Neither Fund has a minimum amount for investment commitments.