Precept Management LLC

Item 5: Fees and Compensation

DESCRIPTION OF COMPENSATION AND BASIC FEE SCHEDULE
In consideration of our advisory services, we and/or certain of our affiliates are entitled to receive administrative
fees and/or performance-based compensation with respect to the Funds. While the applicable fees and
compensation are described in detail in the applicable governing and/or offering documents, a summary of our
basic fee schedule is set forth below.
The Precept Fund, L.P.
We or an affiliate generally are entitled to receive an administrative fee, payable quarterly in arrears, equal to:
    (i) with respect to Class A Interests, one quarter of two percent (2.0% per annum) of the aggregate capital
        account balance of certain previous investors, provided that for capital contributions after September 2020,
        the administrative fee was reduced to one quarter of one percent (1.0% per annum) of the aggregate capital
        account balance of each of those investors;
    (ii) with respect to Class B Interests, one quarter of one and one-half percent (1.5% per annum) of the
         aggregate capital account balance of each investor; and
    (iii) with respect to Class C Interests, one quarter of one percent (1.0% per annum) of the aggregate capital
          account balance of each investor.
We or an affiliate generally are entitled to receive an incentive allocation equal to:
    (i) with respect to Class A Interests and Class B Interests, twenty percent (20%) of each investor’s allocable
        share of net profits for the applicable performance period; and
    (ii) with respect to Class C Interests, seventeen and one-half percent (17.5%) of each investor’s allocable share
         of net profits for the applicable performance period.
Incentive allocations are subject to a “high water mark” limitation. As a result, if an investor is allocated a net loss
in any period, we are not entitled to receive an incentive allocation with respect to that investor until that net loss
is recouped.
Precept Credit Opportunities Fund, L.P.
We or an affiliate generally are entitled to receive a management fee, payable quarterly in advance, equal to one
quarter of two percent (2.0% per annum) of the net asset value of each capital account of an investor as of the
beginning of such calendar quarter (including for such purposes any portion of a capital account that is allocated to
a special investment account).
We or an affiliate generally are entitled to receive an incentive allocation equal to twenty percent (20%) of each
investor’s allocable share of net profits for the applicable performance period (excluding any unrealized net profits
with respect to special investments). Incentive allocations are subject to a “high water mark” limitation. As a result,
if an investor’s capital account is allocated a net realized loss in any period, we are not entitled to receive an
incentive allocation with respect to that investor’s capital account until that net realized loss is recouped. With
respect to a special investment, an incentive allocation will only be allocable with respect to realized net profits.

Precept Special Situation Fund, L.P.
We or an affiliate generally are entitled to receive a management fee, payable quarterly in advance, equal to one
quarter of two percent (2.0% per annum) of the net asset value of each capital account of an investor as of the
beginning of such calendar quarter (including for such purposes any portion of a capital account that is allocated to
a special investment account).
We or an affiliate generally are entitled to receive an incentive allocation equal to twenty percent (20%) of each
investor’s allocable share of net profits for the applicable performance period (excluding any unrealized net profits
with respect to special investments). Incentive allocations are subject to a “high water mark” limitation. As a result,
if an investor’s capital account is allocated a net realized loss in any period, we are not entitled to receive an

incentive allocation with respect to that investor’s capital account until that net realized loss is recouped. With
respect to a special investment, an incentive allocation will only be allocable with respect to realized net profits.
General
Our advisory fees with respect to each investor generally are not negotiable. However, we may enter into side letters
or similar arrangements with certain investors that grant different terms (including lower fees) to such investors
than the terms generally applicable to other investors.
Each investor in the Funds generally must be, among other things, (a) an accredited investor as defined in Rule
501(a) of Regulation D under the U.S. Securities Act of 1933, as amended, and (b) a “qualified client” as defined
in Rule 205-3 under the Advisers Act.
PAYMENT OF FEES
The Precept Fund, L.P.
Administrative fees are calculated quarterly, in arrears, as of the close of business on the last day of the most
recently ended calendar quarter, and are payable by investors by the tenth day after the beginning of each calendar
quarter. Investors who are admitted during a calendar quarter are required to pay a pro rata portion of the
administrative fee. Administrative fees are deducted directly from the capital account of each applicable investor.
Incentive allocations are calculated as of the end of each calendar quarter (and such other times as set forth in the
applicable partnership agreement). If any interests are withdrawn during a fiscal year, the incentive allocation
generally will be allocable on the withdrawal date. Incentive allocations are allocated directly from the capital
account of each applicable investor.
Precept Credit Opportunities Fund, L.P.
Management fees are payable by investors quarterly, in advance, as of the beginning of each calendar quarter.
Management fees are deducted directly from the capital account(s) of each investor.
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Item 7: Types of Clients

DESCRIPTION
We currently provide investment advisory and supervisory services with respect to affiliated private pooled
investment vehicles, our sole advisory clients. We may in the future provide investment advice to other types of
clients including, but not limited to, other private pooled investment vehicles and separately managed accounts.
ACCOUNT REQUIREMENTS
The minimum initial capital contribution required for an investor in each of the Funds is $500,000, although capital
contributions of lesser amounts may be accepted in our discretion.
To invest in the Funds, each investor generally is required to certify that it is, among other things, an “accredited
investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act) and a “qualified client”
(as such term is defined in Rule 205-3 under the Advisers Act). Each prospective investor generally is required to
complete and return various subscription documents to the applicable Fund, which are designed to provide the
applicable Fund, us and our affiliates and agents with important information about the investor. Subscriptions may
be accepted or rejected, in whole or in part, in the sole discretion of the general partner or directors of a Fund.