Eastrich Capital Advisors LLC

Item 5. Fees and Compensation

        Management Fee

         Typically, Eastrich receives a management fee between one percent (1.0%) to two percent
 (2.0%) per annum based on the overall dollar value of all capital commitments of each Fund (the
 “Management Fee”). Eastrich generally charges Management Fee to the Funds quarterly in arrears,
 commencing on the last day of the calendar during which the initial closing date occurs and the
 Management Fee is prorated for any partial period. Specific Management Fee arrangements will be
 set forth in each Fund’s Governing Documents.

         Eastrich may, in its sole discretion, waive all or any portion of the Management Fee with
 respect to any Fund Eastrich advises, or with respect to any investor of any Fund Eastrich advises.

         For each Fund managed by Eastrich, Eastrich is authorized under the Governing Documents to
 charge and/or deduct Management Fee directly from the assets of such Fund account at the times and
 in the amounts set forth in the Governing Documents.

           Expenses

         As more fully described in the Governing Documents for each Fund, each Fund bears and
 will be charged all ongoing direct and indirect operational expenses relating to such Fund’s
 activities, investments and business, including, but not limited to, fees, costs, expenses and
 obligations attributable to (i) the identification, purchase, development and sale of investments, (ii)
 the fulfillment, valuation, appraisal and due diligence expenses associated with investments, (iii)
 third-party expenses relating to banking, administration, record keeping, and investor relations,
 including expenses associated with financial and tax auditors, accountants and legal counsel and
 (iv) indemnity, litigation, insurance, and interest expenses. In addition, Each Fund generally bears
 its formation and organizational expenses, which may include, but not limited to, expenses incurred
 in connection with the formation and organization of fund entities and the offering and sale of
 interests in the Funds (the “Organizational Expenses”). Certain Funds bear Organizational
 Expenses up to a specified maximum amount as set forth in respective Governing Documents, and
 the general partners of such Funds will be responsible for any amount exceeding such maximum.

        Prospective and existing investors in the Funds are advised to review the applicable Fund’s
 Governing Documents for a more extensive description of such expenses associated with an
 investment in such Fund.

          Eastrich bears all expenses associated with its own operation, including legal, accounting,
 bookkeeping, auditing, administrator, consultant, asset assignment, settlement, tax preparation and
 tax filing, independent appraiser and other professional expenses, and any other applicable out-of-
 pocket third-party expenses.

           The Funds have paid, and may pay in the future, placement agents fees to certain placement
 agents.

Item 7. Types of Clients

         Eastrich provides investment advisory services to the Funds. The investment advice is
  provided directly to the Funds and not individually to investors in the Funds. Thus, the clients of
  Eastrich are the Funds.

          The Funds currently only consist of both non-U.S. investors, but may consist of U.S.
  investors in the future. Investors in each Fund are required to make a minimum investment as
  described in each Fund’s Governing Documents. Generally, these minimum investment amounts
  may be waived by the Funds. The interests of the Funds are offered pursuant to applicable
  exemptions under the Securities Act. The Funds require each investor to represent customary
  private placement representations. All investors are also required to make other representations and
  warranties regarding their suitability in the Funds’ respective subscription documents.