OTRO Capital Management LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to the Firm are negotiable and vary among its Clients.
However, the range of compensation with respect to a Fund is generally as follows:
        1.      Management Fee
The Fund will pay a management fee to Otro Capital quarterly in advance (the “Management
Fee”), starting on the Initial Closing Date. The Management Fee will be assessed at the rate of
two percent (2%) per annum of (a) the Capital Commitments (“Capital Commitments”)of the
Limited Partners (“Limited Partners”) (other than Limited Partners affiliated with the
General Partner, the Special Limited Partner or Otro Capital) until the expiration or
termination of the Commitment Period and thereafter (b) the funded Capital Commitments
of the Limited Partners (other than Limited Partners affiliated with the General Partner, the
Special Limited Partner or Otro Capital) reduced by (i) capital contributions funded in respect
of all Realized Investments and (ii) Written Down Amounts. The General Partner may, in its
discretion, waive in whole or in part, the Management Fee payable with respect to Limited
Partners that are (i) Otro Capital Personnel, including current and former employees and
Affiliates of the General Partner, the Special Limited Partner or Otro Capital, consultants or
advisors to, or directors of, any such Persons, (ii) significant or strategic investors in the Fund
(including Anchor Investors), (iii) Operating Partners, (iv) Portfolio Company executives, (v)
investors (or Affiliates of investors) in other Otro Capital Funds or (vi) family members or
estate-planning vehicles of any of the foregoing Persons, in each case, as determined by the
General Partner in its discretion. Additionally, the General Partner may, in its discretion,
waive in whole or in part the Management Fee payable with respect to any other Limited
Partner.

                                                                              Part 2A of ADV:
                                                      Otro Capital Management, LLC Brochure
An “Anchor Investor” means any Limited Partner designated by the General Partner as a
significant or strategic investor (as determined by the General Partner in its discretion) in
light of such Limited Partner’s or its Affiliate’s ownership interest in Otro Capital or its
Affiliates (other than the Fund).
        2.      Carried Interest
The distributions to the Special Limited Partner described in clauses (c) and (d) are referred
to as the (“Carried Interest”). The General Partner has, in its discretion, waived in whole or in
part, the Carried Interest payable with respect to Limited Partners that are (i) Otro Capital
Personnel, including current and former employees and Affiliates of the General Partner, the
Special Limited Partner or Otro Capital, consultants or advisors to, or directors of, any such
Persons, (ii) significant or strategic investors in the Fund (including Anchor Investors (as
defined below)), (iii) Operating Partners, (iv) Portfolio Company executives, (v) investors (or
Affiliates of investors) in other Otro Capital Funds or (vi) family members or estate-planning
vehicles of any of the foregoing Persons, in each case, as determined by the General Partner
in its discretion. Additionally, the General Partner may, in its discretion, waive in whole or in
part the Carried Interest payable with respect to any other Limited Partner.
Distributions may take the form of cash, marketable securities, or other assets of the Fund;
provided that, prior to the dissolution of the Fund, the General Partner will obtain the prior
approval of the Limited Partner Advisory Committee before making any distribution of non-
marketable securities or other assets of the Fund.
The Fund may make distributions to the Special Limited Partner in an amount sufficient to
permit the payment of the tax obligations of the Special Limited Partner and its direct and
indirect owners in respect of allocations of income related to the Carried Interest. Any such
distributions will be taken into account in making subsequent distributions to the Partners.
Distributions of income from temporary investments and Bridged Investments will be made
among all Partners in proportion to their respective proportionate interests in the Fund’s
property or funds that produced such income, as reasonably determined by the General
Partner.
The Special Limited Partner may defer or waive all or any portion of its Carried Interest
distributions in its discretion and may choose to receive such deferred or waived amounts at
a later date as determined by the Special Limited Partner. Allocations of profits and losses (as
described below) may be adjusted to reflect any deferral or waiver of the Carried Interest by
the Special Limited Partner and the corresponding increase in amounts distributable to the
Limited Partners.
If the Fund disposes of a portion of an Investment, the sold and retained portions of the
Investment may be treated as two separate investments for purposes of the above
calculations.

                                                                               Part 2A of ADV:
                                                         Otro Capital Management, LLC Brochure
        3. Special Income
One hundred percent (100%) of any origination, acquisition, disposition, break-up,
commitment, financing, advisory, consulting, directors’, monitoring fees and other similar
fees received by General Partner, Otro Capital or any of their respective officers, directors,
managers, employees or affiliates (each, a “Special Income Recipient”) in connection with the
Fund’s Investments, in each case, net of unreimbursed transaction and out-of-pocket
expenses incurred (collectively, “Special Income”), will be applied to reduce the Management
Fee for the following quarterly period.
Notwithstanding the foregoing, Special Income will only include the portion thereof that is
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Item 7 – Types of Clients

The Firm provides investment advice and management to the Funds.
The Firm may in the future provide the same or similar services to other privately placed
investment funds and/or separately managed accounts.
The Firm intends to restrict the number of Limited Partners in the Funds and will offer
Interests only through non-public transactions in order to maintain their exclusion from
“investment company” status under the Investment Company Act of 1940, as amended (the
“Investment Company Act”).
Prospective Limited Partners in the Funds must meet eligibility criteria, and are subject to
certain withdrawal requirements and limitations. Prospective Limited Partners are
encouraged to thoroughly review a Fund’s Governing Documents, which set forth all of the
terms in detail. Though the Clients generally pursue the same strategy, offering terms may
differ.
Each Limited Partner in the Funds generally must be an “accredited investor” (as defined in
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) and a
“qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of
1940, as amended). The minimum initial investment is five million dollars ($5,000,000), and

                                                                        Part 2A of ADV:
                                                 Otro Capital Management, LLC Brochure
Capital Commitments of lesser amounts may be accepted at the discretion of the General
Partner.