Nebari Partners LLC

Item 5 Fees and Compensation
The specific manner in which management fees are charged to the Funds is established in the
Documents. Each Fund's management fee structure is negotiated between our firm and investors. The
management fees are charged on a quarterly basis, payable in advance of each calendar quarter and
paid directly out of each Fund's assets or paid directly from the Investor.

Nebari may receive additional compensation in connection with management and other services
performed for certain portfolio companies, such as closing fees, commitment fees, monitoring fees,
director's fees, break-up fees, consulting fees, managing fees or any other similar fees to the extent
related to the investment activities of the Funds received from a portfolio company ("Fee Income"). Fee
Income received by our firm from a portfolio company will likely offset the management fees otherwise
payable. In some cases, certain fees or other payments paid by a portfolio company to our firm relating
to loan administration services ("Loan Servicing Fees") would not reduce the management fee or offset
the management fee. For example, the applicable Documents allow our firm to receive Loan Servicing
Fees. Nebari generally has discretion over whether to charge such fees or other compensation to a
portfolio company and, if so, the rate, timing, method and/or amount of such compensation, as well as to
where to charge such amounts within a portfolio company's holding or operating structure. In most
circumstances, such compensation is not reviewed or approved by an independent third party. In many
cases, Loan Servicing Fees are calculated on a fixed fee or percentage of principal amount and charged
on a quarterly or monthly basis, and there can be no assurance that the amount of Loan Service Fees
charged will be proportional to the amount of hours of work performed on behalf of the portfolio company.
The receipt of such compensation is expected to give rise to potential conflicts of interest between the
Funds, on the one hand, and our firm on the other. In order to address this potential conflict of interest,
we have adopted policies and procedures to mitigate the potential conflicts of interest.

As more fully described in the Documents, each Fund will bear all expenses in connection with its

investment activities and operations, including, but not limited to: (i) legal, accounting, audit, custodial,
compliance, consulting and other professional fees relating to services rendered to the Fund that could
not reasonably have been rendered by the General Partner; (ii) banking, brokerage, broker-dealer,
registration, qualification, depositary or similar fees or commissions; (iii) transfer, capital and other taxes,
duties and costs incurred in acquiring, holding, selling or otherwise disposing of Fund assets; (iv)
insurance premiums, including officers' and directors' insurance, (v) costs of financial statements and
other reports to shareholders as well as costs of all governmental returns, reports and other filings; (vi)
costs of meetings of the partners; (vii) interest expenses; and (viii) legal fees and expenses, judgments,
fines, damages or costs paid or incurred in prosecuting or defending administrative or legal proceedings
brought by or against the Fund or, with respect to its activities on behalf of the Fund, the General Partner
or Investment Manager (or paid in any settlement thereof). The additional expenses for which each Fund
is responsible are set forth in the applicable LPA.

Item 7 Types of Clients
Nebari provides discretionary investment advisory services to privately pooled investment vehicles and
not to the two specific underlying investors. The investors in the Funds (NNRCF I, NNRCF II, NCF I)
include institutional investors (including public and private pension plans), foundations and endowments,
as well as family offices and ultra-high net-worth individuals. Investment in the Funds is limited to
Accredited Investors.

The Funds have minimum investment requirements. We reserve the right to decrease minimums in our
sole discretion.