Elion Partners LLC

Item 5: Fees and Compensation
General Overview of Fees and Incentive Based Compensation

Elion typically receives investment management fees from each Fund in consideration for providing investment advisory
services to such Fund. In addition, each Fund’s General Partner and/or an affiliated special limited partner (a legal
entity established to receive carried interest compensation and/or similar “promote” payments or awards, and
hereinafter a “Special Limited Partner”) is entitled to carried interest distributions and/or similar “promote” distributions
or other incentive-based compensation as agreed with Investors pursuant to the Governing Documents of such Fund.
For certain Funds, an affiliate of Elion will receive acquisition fees, development fees, construction management fees
and/or property services fees (each as described below). The following is a general description of fees, incentive-based
compensation, and/or operating expenses of the Funds. Investors should refer to the Governing Documents of the
applicable Fund for a complete understanding of how Elion is compensated for its advisory and related services. The
information contained herein is a summary only and is qualified in its entirety by such documents. Each Fund’s
Governing Documents describe fees, incentive-based compensation and operating expenses in greater detail. A brief
summary of such fees, incentive-based compensation and expenses is provided below.

Investment Management Fees. Elion (or an affiliate thereof) charges each Fund an investment management fee (the
“Management Fee”) in accordance with each Fund’s Governing Documents. Generally, Management Fees are charged
based on the metrics described in the table below.

 Investment Vehicle           Management Fee Base                                       Management Fee Percentage
 •    Fund IV                 Invested Capital / Funded Capital Commitments (each as    1.0% - 2.0% per annum
 •    Industrial Fund I       defined in the Governing Documents of the applicable
                              Fund)

 •    Adar Glenmont           Net Asset Value (as defined in the Governing Documents    0.35% - 1.0% per annum
 •    Adar Somerset           of the applicable Fund) of Fund assets
 •    Adar 17 West
 •    Adar Development
      Partners
 •    EDF I
 •    ELP 55
 •    ICOV
 •    ICOV II
 •    Industrial Fund II      Committed Capital during the Investment Period, and       1.5% - 2.0% per annum
      (and its     Parallel   Invested Capital thereafter (each as defined in the
      Vehicles)               Governing Documents of the applicable Fund)

Certain other Funds (e.g., Adar Ridgeport Industrial Partners) pay a fixed Management Fee plus a variable amount
based on square footage of space leased. Depending on the Fund, the Management Fee may be payable either
monthly or quarterly, and may be payable either in advance or in arrears. Some Funds may charge a higher or lower
Management Fee than what is described in the table above. All Management Fees are negotiated with a Fund’s
Investors during the fundraising period of the applicable Fund and are not subject to negotiation thereafter. For more
specific information on the Management Fees for each Fund, please refer to the relevant Fund’s Governing Documents.

Elion may, in its sole discretion, waive all or a portion of the Management Fee. Management Fees differ from one Fund
to another, as well as among Investors in the same Fund. For example, Management Fees may be waived for the
General Partner, the Special Limited Partner and/or the Managing Member, as well as Elion employees, affiliates and
their families investing in a Fund. Similarly, Investors in a co-investment Fund may pay a reduced Management Fee.

The Management Fee is payable without regard to the overall success or income earned by a Fund. Installments of
the Management Fee payable for any period other than a full calendar quarter are adjusted on a pro rata basis
corresponding to the actual number of days in such period. Management Fees and other fees are paid either through
a capital call notice to Investors, as a Fund expense or are deducted from distributions to Investors.

The Funds typically invest on a long-term basis. Accordingly, Management Fees are expected to be paid, except as
otherwise described in the relevant Governing Documents, over the term of the Funds’ lives, and Investors generally
are not permitted to withdraw or redeem interests in the Funds.

Carried Interest. As described further in Item 6 below, a Fund’s affiliated General Partner and/or Special Limited Partner
is entitled to carried interest distributions and/or similar “promote” distributions or other incentive compensation as
agreed with Investors pursuant to the Governing Documents of such Fund (“Carried Interest”). Carried Interest is
generally equal to a specified percentage of profits generated for Fund Investors pursuant to a distribution waterfall
described in the Governing Documents of the applicable Fund.

Affiliated Service Provider Fees

Certain Funds retain one or more of our affiliates to perform non-investment advisory services which might otherwise
be performed by unaffiliated third parties as set forth below (collectively, the “Affiliate Services”).

Acquisition Fees. Certain Funds will pay an affiliate of Elion fees in connection with the acquisition of real estate assets
and/or other investments made by such Funds (including, for the avoidance of doubt, preferred equity and /or debt
investments) (“Acquisition Fees”). Historically, in the case of legacy Funds, Acquisition Fees were charged in the
amount of between 0.5% – 1.0% of the gross costs of the purchase of a property, due and payable upon the date of
the Fund’s acquisition of the underlying real estate. More recently, the Acquisition Fee has been staged, for example
with 1.0% of gross land costs due and payable upon acquisition and 1.0% of total project costs due and payable upon
...

Item 7. Types of Clients
As described in Item 4, above, Elion provides investment advice to the Funds. The Funds generally limit their investors
to persons who are both “accredited investors” as defined in the Securities Act and “qualified purchasers” or
“knowledgeable employees” as defined in the Investment Company Act. Each of the Funds is a private investment
fund exempt from registration as an investment company under the Investment Company Act, in reliance on the
exclusions provided by, without limitation, Sections 3(c)(1) and/or 3(c)(7) thereof. Investors in the Funds must meet
certain suitability and net worth qualifications prior to making an investment in the Funds. The Funds are not registered
or required to be registered under the Investment Company Act; and the securities issued by the Funds are not
registered or required to be registered under the Securities Act and are privately placed to qualified investors in the
United States and elsewhere. The current typical minimum investor commitment for the Funds is generally between $2
and $5 million. Elion maintains discretion to accept less than the minimum investment threshold. Other eligibility
requirements for Investors are detailed in the Governing Documents applicable to each Fund. Investors generally
consist of high net worth individuals, other investment entities, university endowments, family offices, pension and
profit-sharing plans, secondaries funds and investors, public pension plans, sovereign wealth funds, trusts, estates or
charitable organizations or other corporations or business entities and may include, directly or indirectly, principals or
other employees of Elion and its affiliates and members of their families, or other service providers retained by Elion.

In accordance with common industry practice with respect to private investment funds, the General Partner of the Funds
will, at times, enter into side letters or similar agreements with certain Investors pursuant to which the Funds, the
General Partner and/or Elion may agree to vary or supplement certain of the terms applicable to any such Investor or
grant to any such Investor specific rights, benefits or privileges that are not made available to Investors generally.

Such rights or terms documented in any such side letter or other similar agreement may include, among other things,
(i) different notice periods or minimum investment amounts, (ii) the agreement of the General Partner and/or Elion to
extend certain information rights or additional diligence, valuation or reporting rights to such Investor, including to
accommodate special regulatory or other circumstances of such Investor, (iii) consent of the General Partner to certain
transfers by such Investor or other exercises by the General Partner and/or Elion of its discretionary authority under
the Governing Documents in certain respects for the benefit of such Investor, or (iv) other rights or terms in light of
particular legal, regulatory, public policy or other characteristics of such Investor. The rights or terms so established in
a side letter or other similar agreement with an Investor will govern solely with respect to such Investor and may not
impact the Funds as a whole or any other investors in the Funds, and the terms of any such side letter or agreement
may not be disclosed to all other Investors.

Further, Elion may enter into separate economic arrangements with respect to particular Investors that have the effect
of increasing or decreasing the amounts payable to or received by Elion and its affiliates from the Funds with respect
to such Investors or agree to take appropriate actions with respect to a particular Investor if certain actions by such
Investor are not permitted in view of applicable law, rule, policy or regulation (including without limitation, requiring or
permitting such Investor to cease making further capital contributions to the Funds).

In general, neither the Funds nor Elion will be required to notify any Investor of the existence of any additional or
different terms applicable to any other Investor or group of Investors, nor will the Funds or Elion be required to offer
and/or disclose such additional and/or different terms to any or all of the other Investors. Such rights may be granted
to any Investor as determined by the Funds and/or Elion in their discretion and there can be no guarantee that such
rights would be electable by any other Investor pursuant to a most favored nations process.