Oxford Finance Advisors LLC

Item 5 Fees & Compensation

OF Advisors is generally compensated for advisory services through management fees and performance-based
compensation. OF Advisors does not maintain a set fee schedule for its advisory services. The calculation of
fees payable by a Fund is complex and investors should carefully review specific information about each
Fund's fees and expenses as provided in each Fund's Governing Documents.
Management Fee. OF Advisors generally charges each Fund an annual management fee based on either (i)
the aggregate outstanding balance of all investments of the Fund or (ii) the net asset value of the investment
of the Fund. Generally, these investment management fees are deducted from each Fund's account on a
monthly or quarterly basis either in advance or arrears as set forth in the Governing Documents of the Fund.
Asset-based management fees can create conflicts of interest when OF Advisors controls the timing and the
amount of leverage, if any, used by a Fund. The use of leverage enables such Fund to increase the amount of
investments it acquires. This increases the base against which the management fees are calculated and
increases the amount of management fees earned by Adviser. OF Advisors seeks to mitigate this conflict
through an Allocation Policy that prohibits the Adviser from making allocation decisions favoring clients that
generate higher fees (refer to Item 11 Allocation of Investment Opportunities).
Performance Fee. In addition to the Management Fee, certain Funds may allocate a portion of their
distributable proceeds to Adviser (the "Performance Fee"). The Performance Fee is subject to the achievement
of a specified cumulative annual return, compounded annually on the amount of the investor's unreturned
capital contributions, as of the date of determination ("Preferred Return"). The Performance Fee will be paid
pursuant to the Fund's respective Governing Documents, generally upon the distribution of proceeds pursuant
to a priority distribution waterfall. As certain other provisions may apply, investors are urged to review the
relevant Fund's Governing Documents for specific information related to calculation and payment of a
Performance Fee.
Fund Fees and Expenses. Funds may reimburse Adviser for certain fees and expenses. The Funds generally
bear organizational expenses and certain operating expenses, which may include but are not limited to
professional fees, valuation fees, audit and tax preparation fees, insurance, and other similar costs and
expenses. These fees and expenses vary from Fund to Fund and are specifically set out in each Fund's
Governing Documents.

                                      Oxford Finance Advisors, LLC

Other Fees. In consideration for sourcing and administrative services, Funds may pay a leverage sourcing fee
as compensation to the Adviser for obtaining third-party borrowing capacity and may also pay a monthly
leverage administration fee.
Funds may also pay OF Advisors origination fees in respect of each investment made by such Fund, which may
be reduced or offset by other fees as discussed in each Fund's respective Governing Documents.
OF Advisors or its affiliates may be entitled (as fully outlined in the relevant partnership agreement) to receive
direct compensation (e.g., fees for origination, loan servicing, administrative, syndication and other services)
from certain investments in which one or more Funds invest. Receipt of direct compensation with respect to
investments that are acquired by Funds may create a conflict of interest to the extent OF Advisors or its
affiliates have an economic interest to cause a Fund to purchase such investments. OF Advisors seeks to
mitigate this conflict through the policies in its investment Allocation Policy and by disclosing in the Fund's
Governing Documents the types of direct compensation it is permitted to earn from underlying investments
(refer to Item 11 Allocation of Investment Opportunities).
In addition to investment-related compensation that OF Advisors or its affiliates is entitled to retain, it may
also receive certain other fees, including (1) fees from portfolio companies that are required to be shared with
its Funds (e.g., transaction fees, break-up fees, commitment fees, termination fees, closing fees, directors' fees,
origination fees, amendment fees, consent fees and other similar fees, payments or compensation) and (2) fees
for its role as servicer or collateral manager for a Fund’s leverage facility . While all or a portion of such fees
(net of unreimbursed expenses received) generally will reduce the Management Fee payable on a dollar-for-
dollar basis as set forth in each Partnership Agreement, conflicts may arise in connection with the payment of
such fees.
For purposes of determining Management Fee "offsets" where applicable, the value of any freely tradable
securities may be determined upon the date such underlying securities constitute freely tradable securities in
the hands of such holder. The amount ultimately realized in respect of such securities may exceed the value
that was used for purposes of determining any applicable Management Fee "offset," and the Funds will not
receive or otherwise benefit from (directly or through an adjustment to the Management Fee "offset" amounts)
any portion of such excess.
The Management Fee, Performance Fee, Fund Fee and Expenses, and Other Fees are paid out of available cash
of the Funds, including investment income, capital proceeds and cash reserves.
Allocation of Fees, Costs, and Expenses among Multiple Funds. We may incur, from time to time, fees,
costs, and expenses on behalf of one or more Funds. To the extent that such fees, costs, and expenses are
incurred for the account or for the benefit of one or more Funds, such Funds will typically bear an allocable
portion of any such fees, costs, and expenses (subject to the terms of the applicable Governing Documents of
the Funds).
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Item 7 Types of clients

As previously described in Item 4, OF Advisors provides investment advice to the Funds, which are privately
offered investment funds, including both U.S. domiciled vehicles and non-U.S. domiciled investment vehicles
for non-U.S. investors. Interests in the Funds are offered to "accredited investors" and "qualified purchasers"
pursuant to applicable exemptions from registration under the Securities Act and the Investment Company
Act, respectively.
The Adviser and/or the relevant Fund's general partner, managing member, or manager may enter into
separate agreements, commonly referred to as "side letters," or similar agreements with certain investors
pursuant to which certain investors are granted specific rights, benefits or privileges. The side letters may
have the effect of establishing preferential rights under, altering, or supplementing the terms of, Governing
Documents of the Fund with respect to such investor, in a manner more favorable to such investor than those
applicable to other investors in the Fund. These rights, benefits or privileges are not always made available
to all investors nor, in some cases, are they required to be disclosed to all investors. The disclosure and
extension of any such rights, benefits or privileges are governed by the Funds' Governing Documents.
The minimum investment amount, if any and as applicable, and other criteria for investments in Funds are set
forth in the relevant Governing Documents.