ITE Management LP

ITEM 5. FEES AND COMPENSATION

    A. The Adviser's fees and compensation may vary among its Advisory Clients. The specific terms
       of such arrangements are established by the Adviser and set forth in each Advisory Client's
       Offering Documents. The Adviser generally charges a management fee for its management and
       other services (the "Management Fee"). General Partners are permitted, in their sole discretion,
       to waive, reduce or calculate differently (but not increase in the aggregate) Management Fees
       for any investor without limitation. Management Fees can differ from one Advisory Client to
       another as well as among investors in the same Advisory Client. Such differences arise from
       the size of an investor’s commitment, provisions of side letter agreements or other negotiated
       terms. Management Fees are generally waived entirely or reduced for any investor that is a
       member, partner, affiliate or employee of a General Partner or the Adviser, a member of the
       immediate family of such a person or a trust or other entity for the benefit of such a person (any
       such persons collectively, "ITE Related Investors") that is investing through an Employee
       Investment Vehicle or a strategic investor or other investor with a similar relationship with the
       Adviser and/or its personnel (although these investors pay their pro rata share of any Advisory
       Client expenses).

       The Adviser accepts subscriptions by investors for interests in the Funds and Other Advisory
       Accounts that meet the definition of an “accredited investor” and either (i) a "qualified
       purchaser", as defined in section 2(a)(51)(A) of the Investment Company Act, or (ii) a
       “qualified client” as defined in Rule 205-3 of the Adviser’s Act. Therefore, ITE is not required
       to disclose a fee schedule.

       The Adviser receives performance-based fees, as more fully described in Item 6.

    B. For those Advisory Clients that are charged a Management Fee, the Adviser deducts
       Management Fees from such Advisory Client's accounts quarterly in advance. Management
       Fees are amortized monthly by the Adviser over the fiscal quarter for which such Management
       Fee is paid.

    C. In addition to the Management Fees described above, an Advisory Client may bear some or all
       of the following fees, costs and expenses as disclosed in each Advisory Client's Offering
       Documents. Investors should review their respective Offering Documents for a more complete
       understanding of the expenses charged to ITE’s Advisory Client.

       Such operating expenses include, without limitation: investment expenses, whether or not such
       investments are consummated (costs and expenses associated with the investigation of
       investment opportunities (whether or not consummated), negotiating, financing, sourcing,
       acquiring, holding, hedging, settling and disposing of investments or proposed investments,
       including, without limitation, expenses relating to the maintenance, operation and/or
       monitoring of the investments charged by third party service providers); Advisory Committee
       expenses (if any), independent director expenses (if any), investment-related travel expenses
       (which are travel expenses incurred by ITE or a General Partner related to the purchase or sale,
       on-going due diligence, maintenance and/or monitoring of an Advisory Client's investments,
       whether or not such investments are consummated); third-party professional fees (including,

    without limitation, expenses of consultants, investment bankers, attorneys, accountants and
    other experts) relating to investments; brokerage commissions, information-related expenses,
    clearing and settlement charges, custodial fees, interest expenses, appraisal fees and expenses
    and similar expenses; fees and expenses relating to software tools, programs or other
    technology utilized in managing an Advisory Client (including, without limitation, third-party
    software licensing, implementation, data management and recovery services and custom
    development costs); research and market data; out-of-pocket fees and expenses incurred by an
    Advisory Client or ITE in connection with annual investor meetings, administrative expenses
    (including, without limitation, fees and expenses of an Advisory Client's administrator); legal
    and litigation expenses; external accounting and valuation expenses (including, without
    limitation, the cost of accounting software packages); audit and tax preparation expenses; costs
    related to liability insurance, umbrella insurance, property insurance and excess or contingent
    insurance with respect to an Advisory Client and/or any of its assets, and errors and omissions
    insurance for a General Partner and ITE; costs of printing and mailing reports and notices;
    taxes; corporate licensing; regulatory expenses (including expenses related to preparing and
    making regulatory and compliance filings associated with an Advisory Client and such
    Advisory Client's investment activities, such as filing fees and costs of software and systems
    relating to such filings and excluding, for the avoidance of doubt, the preparation and filing of
    ITE's Form ADV or any amendments thereto), fees and expenses incurred in connection with
    the preparation of filing of Form PF, Annex IV under the Alternative Investment Fund
    Managers Directive and/or any other similar regulatory filings; fees and expenses relating to
    FATCA or any similar reporting and/or withholding regimes in any jurisdiction; fees and
    expenses in connection with due diligence, enhanced reporting and/or compliance in respect of
    an Advisory Client's environmental, social and governance considerations; organizational
...

ITEM 7. TYPES OF CLIENTS

     As further described in Item 4 of this Brochure, ITE provides investment advisory services
     to private investment funds or pooled investment vehicles, including Other Advisory
     Accounts, which generally operate as exempt investment companies under the Investment
     Company Act. Generally, investors are required to meet certain suitability and net worth
     qualifications, such as being (a) an "accredited investor" within the meaning of Rule 501
     of Regulation D under the Securities Act of 1933, as amended (the "Securities Act"), (b) a
     "qualified purchaser", as defined in the Investment Company Act, (c) a "knowledgeable
     employee" within the meaning of Rule 3c-5 of the Investment Company Act, (d) a
     “qualified client”, as defined in Rule 205-3 of the Adviser’s Act, or (e) a non-U.S. person,
     depending on the applicable eligibility requirements of the respective Advisory Client.

     Prospective investors should refer to the Offering Documents of the respective Advisory
     Client for information on minimum investment requirements. Typically, ITE may require
     a minimum investment, although ITE maintains discretion to individually waive, increase
     or reduce the minimum investment required.

     The investors in the Advisory Clients include, among others, high net worth individuals,
     pension plans, sovereign wealth funds, trusts, endowments, estates, charitable
     organizations, corporations, limited partnerships, and limited liability companies.

     The Adviser may, from time to time, offer one or more investors and/or other third-party
     investors the opportunity to co-invest with an Advisory Client in particular investments.
     The Adviser is not obligated to arrange co-investment opportunities, and no investor will
     be obligated to participate in such an opportunity. As of the date of this Brochure, ITE has
     not established any active co-investment vehicles, nor has it arranged any co-investment
     opportunities. Certain Advisory Clients invest in assets through joint venture vehicles with
     third-parties and may enter into other such joint ventures in the future.