Electra Capital Advisors LLC

Item 5 Fees & Compensation

General Description ( For each Fund if each is different,)

Electra is generally compensated in two ways for its investment advisory services: (i) in the form of manage-
ment fees (“Management Fee”) and (ii) either performance-based fees or allocations or carried interest (“In-
centive Fee”). Incentive Fees are typically payable only after a certain return target has been achieved, in the
form of an internal rate of return hurdle.

The Firm does not maintain a standard fee schedule for advisory services. The Management Fee and Incentive
Fee (collectively “Fees”) and expenses are set out in the terms of each Fund’s Governing Documents. However,
from time to time, Electra has entered into, and may in the future enter into, side letters or similar agreements
with some Fund investors that provide different economic or other terms to investors, including with respect
to fees. Certain Electra affiliates (“Affiliate Investors”) invest in the Funds on terms which will be more favor-
able than those offered to other investors, including with respect to the payment of Fees.
The Firm may, in its capacity as investment manager to a Fund, in its sole discretion, waive, reduce or modify
the Management Fee payable with respect to any investor in a Fund (but without any concurrent increase in
any other Fund investor’s share of such Management Fees).

Management Fee

 The Firm will typically be entitled to receive a Management Fee from each client , in its capacity as investment
manager. Each Fund pays an annual Management Fee in accordance with its Governing Document, typically
paid by capital contributions from investors. Management Fees, for new investors in the Funds, are charged at
an annual rate. The Management Fee is charged as a percentage of committed capital during the investment
period and as a percentage of net invested capital after the investment period. Management Fees will typically
commence on the date that a Fund has held its initial closing or a specific number of days prior to the Fund’s
first investment.

Generally, these Management Fees are deducted from each Fund’s account on a quarterly basis in advance as
set forth in the Governing Documents of the Fund. If applicable, the Management Fee will be pro-rated for any
partial periods based on the actual number of days elapsed in such period.

As permitted under the Governing Documents, Electra may elect to defer its receipt of a portion of the Man-
agement Fees in favor of future distributions of such deferred amounts.

The calculation of Fees payable is complex, and investors are advised to carefully review the terms set forth
in the Governing Documents of the Fund.

Minimum Management Fee

Electra charges a minimum Management Fee which each Fund pays of $500,000 for any twelve-month period
following the investment period.

The Management Fee is paid out of available cash of the Funds, including investment income, capital proceeds
and cash reserves.

                                       Electra Capital Advisors LLC

Fee Adjustments

The aggregate Management Fee payable, by the Funds, for any quarterly period will be adjusted by an amount
equal to 100% of fees any of its portfolio company receives, as if received by Electra For the avoidance of doubt,
where the Firm or an affiliate thereof may receive syndication, origination or servicing fees from borrowers
with respect to a debt instrument that is eventually purchased by a Fund, for their own benefit and not for the
benefit of the Funds or their investors and shall not reduce the aggregate Management Fee payable by the
Funds. Such reduction shall be applied in the quarter immediately following receipt of the relevant fees.

The Management Fee is further adjusted by any Organizational Expenses (as defined below) in excess of a
threshold amount as specified in the Governing Documents.

Incentive Fee.

In addition to the Management Fee, Electra may receive an Incentive Fee based upon successful investment
management resulting in positive performance with respect to each Fund. The Funds allocate a portion of its
distributable proceeds to the general partner (such incentive performance-based profit allocation is also com-
monly referred to as “Carried Interest”). The Carried Interest is subject to the achievement of a specified
cumulative annual return, compounded annually on the amount of the investor’s unreturned capital contribu-
tions, as of the date of determination (“Preferred Return”). Carried Interest will be paid as noted in a Fund’s
specific Governing Document, generally upon the distribution of proceeds generated by the dispositions of the
respective Fund’s portfolio investments pursuant to a priority distribution waterfall after the return of in-
vested capital in excess of the applicable Preferred Return.

The Incentive Fee for each Fund’s net realized and unrealized gains on an annual basis, may be subject to a
“hurdle,” high water mark, or loss carryforward calculation, which varies by Fund. The Funds are subject to a
carried interest with respect to distributions in excess of a preferred return to investors, subject to a general
partner catchup provision

As certain other provisions may apply, investors are urged to review the relevant Fund’s Governing Docu-
ments for specific information related to Carried Interest.

Other Fees and Expenses

Fund Fees and Expenses.

In addition to the fees described above, the Funds pay or reimburse certain fees and expenses. These fees and
expenses vary from Fund to Fund and are specifically set forth in each Fund’s Governing Documents.

Organizational Expenses.
Subject to their Governing Documents, each Fund pays or otherwise bears all actual, out-of-pocket, third-party
expenses incurred in connection with the organization and formation of the Fund, its general partner and/or
investment manager, including in connection with the initial and any subsequent closings of such entity (col-
...

Item 7 Types of clients

The Funds are structured as limited partnerships. Interests in the Funds are offered and sold exclusively to
investors satisfying the applicable eligibility criteria set forth in each Fund’s organizational and offering doc-
uments. Typically, investors are institutions, funds, high net worth individuals, and other similarly qualified
persons. Electra does not currently expect that any of its clients will be individuals, trusts, registered invest-
ment companies or pension plans. Electra can manage separately managed accounts. The principals, employ-
ees and beneficial owners of the Firm and its affiliates invest in the Funds as detailed in the Governing Docu-
ments of each Fund.

The Firm and/or the relevant Fund’s general partner, managing member, or manager can enter into separate
agreements, commonly referred to as “side letters,” or similar agreements with certain investors pursuant to

                                       Electra Capital Advisors LLC

which certain investors are granted specific rights, benefits or privileges. A Fund’s general partner can also
cause the Fund to enter into side letters with Electra affiliates who are investors in such Fund. The side letters
have the effect of establishing preferential rights under, altering, or supplementing the terms of, Governing
Documents of the Fund with respect to such investor, in a manner more favorable to such investor than those
applicable to other investors in the Fund. These rights, benefits or privileges are not always made available
to all investors nor in some cases are they required to be disclosed to all investors.

Such rights or terms, pursuant to such side letters may include, for example (and without limitation), fee ar-
rangements with respect to an investor, reporting and governance obligations, waiver of confidentiality obli-
gations, consent to certain transfers or withdrawals by an investor, or rights or terms necessary in light of
particular legal, regulatory, or tax requirements or concerns of an investor and clarifications of the terms of
the Partnership Agreement. The disclosure and extension of any such rights, benefits or privileges are gov-
erned by the corresponding Governing Documents.

The minimum investment amount, if any and as applicable, and other criteria for investments in the Funds are
set forth in each Fund’s Governing Documents.