Flexis Capital LLC

Item 5 - Fees and Compensation

A. Flexis’ fees and compensation arrangements may vary among the Funds. The specific terms
   of such arrangements are established by Flexis as set forth in each Fund’s Governing
   Documents. The Firm generally charges a management fee to the Fund (“Fund
   Management Fee”), which ranges from 1.5% to 2% annually. The Firm may, at its discretion,
   waive or reduce such fees for certain investors. Flexis also receives performance-based
   incentive fees (“Carried Interest”) with respect to realized investments.

B. Flexis generally calls capital in advance, for Fund Management Fees and Fund operating
   expenses.

C. In addition to the fees described above, each Fund is responsible for certain of its operating
   expenses, as disclosed in each Fund’s Governing Documents. These expenses include all
   organizational expenses and expenses associated with each Fund offering, including legal,
   filing, marketing, and accounting fees, which generally include, without limitation, the
   following as fully disclosed in the Governing Documents of each respective Fund:

Flexis Capital LLC                                                       Form ADV Part 2A

   I.   All reasonable out-of-pocket costs and expenses (to the extent not reimbursed)
        incurred in sourcing, pursuing, investigating, diligencing, analyzing, developing,
        negotiating, structuring, making, acquiring, holding, monitoring and disposing of
        investments, including in connection with any default, bankruptcy, restructuring
        (including enforcing rights or amending terms) or refinancing of the Fund and/or
        certain related Fund entities (e.g., structuring and commitment fees and expense
        reimbursement to financing sources or potential financing sources), legal, accounting,
        management and consulting fees and expenses, regulatory filing fees and expenses and
        other investment costs incurred by or on behalf of the Fund, and termination fees in
        connection therewith, including the foregoing expenses related to prospective follow-
        on investments or potential dispositions that are not consummated, including, but not
        limited to, any rating agency expenses, due diligence costs, commissions, brokerage
        fees, financing, legal, accounting, advisory, research (including expenses of software
        used for the monitoring of the investments), appraisal, valuation and consulting fees
        and expenses incurred in connection therewith (for the avoidance of doubt, the
        foregoing to include, without limitation, travel, legal, tax, accounting, appraisal, and any
        rating agency costs to the extent not paid directly by the Fund);
  II.   All reasonable out-of-pocket costs and expenses (to the extent not reimbursed)
        incurred in connection with administering, monitoring and management of
        investments in the Fund and certain related entities, and any temporary investments,
        including financing, legal, accounting, management and consulting fees and expenses,
        and recordkeeping and other related administrative fees and expenses;
 III.   All reasonable and customary administrative fees and expenses of the Funds and
        certain related Fund entities incurred in the ordinary course, including the cost of the
        preparation of the annual audit, quarterly and annual reports, financial and tax returns
        and tax reports required for partners, Funds, or certain related Fund entities, cash
        management expenses, advisory and consulting fees and expenses, record-keeping
        fees and expenses, and routine legal and accounting fees and expenses;
 IV.    Reasonable brokerage commissions, registration fees and expenses, custodial
        expenses and other investment costs (to the extent not reimbursed) incurred in
        connection with the Fund’s investments and those of certain related Fund entities, and
        any temporary investments;
  V.    Any taxes fees or other governmental charges levied against the Funds or certain
        related Fund entities and all costs and expenses incurred in connection with any tax
        audit, investigation, settlement or review of the Funds or certain related Fund entities;
 VI.    Reasonable expenses of the advisory committee, and annual or special meetings of the
        partners;
VII.    Expenses incurred in connection with financial statements and reports, valuation of
        assets, tax returns, schedule K-1s and other communications with limited partners;
VIII.   Fees of, and any other disbursements to, attorneys, auditors, accountants, consultants,
        and other third-party service providers incurred on behalf of the Funds or certain
        related Fund entities;
 IX.    Any insurance premiums or expenses incurred by the Funds or certain related Fund
        entities in connection with the activities of the Funds, including errors and omissions,
        fidelity, general partner liability, fiduciary, directors’ and officers’ liability and similar
        coverage for the General Partners, the General Partners’ affiliates and related entities,
        other Fund related entities, the management company and any other person acting on
        behalf of the Funds or entities related to the Funds with respect to the activities of
        the Funds;
  X.    Reasonable expenses related to or arising from defaults by partners in the payment of
        contributions or other payments required pursuant to each Fund’s Governing
        Documents;

 Flexis Capital LLC                                                    Form ADV Part 2A

  XI.    Reasonable expenses incurred in connection with distributions from related Fund
         entities to the Funds and from the Funds to partners;
  XII.   Post-closing obligations under agreements relating to the disposition of investments,
...

Item 7 - Types of Clients

 As further described in Item 4 of this Brochure, the Firm currently provides investment advice
 to the Funds, which are special purpose investment vehicles exempt from registration under
 the Investment Company Act. Investors in the Funds are generally expected to be institutional
 investors and high net worth individuals that qualify as “accredited investors” (as defined in
 Rule 501 under the Securities Act of 1933, as amended) and “qualified purchasers” (as defined
 under the Investment Company Act of 1940, as amended). The minimum initial investment in
 the Funds is generally $1 million, subject to Flexis’ discretion to accept lesser amounts.

Flexis Capital LLC                                                     Form ADV Part 2A