Scaleworks Capital LLC

Item 5 - Fees and Compensation

         The Adviser or its affiliate(s) receive a management fee from each of the Funds that it manages as compensation
for the investment advisory services rendered to the applicable Fund as set forth in each Fund’s governing documents. The
Adviser also typically receives performance-based compensation or carried interest pursuant to the applicable governing
documents for such Fund.

        Investors in a Fund may also bear certain expenses, as set forth in the governing documents of such Fund.

         The precise amount, the manner of calculation and the manner and timing of payment of any such management fee,
carried interest, or performance-based compensation for each such Fund are established by the Adviser, as modified by
negotiations with Investors in the applicable Fund, and are set forth in such Fund’s governing documents provided to each
Investor prior to investment in such Fund. Nonetheless, the structure of the management fee and carried interest which the
Adviser currently employs and which the Adviser expects to employ with respect to future Funds going forward is
summarized below.

        It is important that Investors refer to the relevant Governing Documents for a complete understanding of expenses
and fees they may pay through an investment in the Funds.

        Management Fees

         The Funds generally will pay the applicable General Partner an annual management fee (the "Management Fee")
equal to a fixed percentage of the applicable Fund’s capital commitments, as specified in the Fund’s Partnership Agreement.
Management Fees are determined and payable generally six months in advance. The Management Fee fixed percentage
typically ranges from 1.5 % to 2.5% of a Limited Partner’s committed capital. Management Fees for certain Funds may be
reduced on a particular anniversary of a Fund’s initial closing date or upon the expiration of a Fund’s investment period.

        All transaction fees, advisory fees, break-up fees, directors' fees, or other similar fees received by the General
Partner, the Adviser, or the Principals in connection with investments in portfolio companies (other than as reimbursement
of expenses, or from portfolio companies with publicly traded securities) will be applied to offset the Management Fee.

Loan origination fees payable on loans paid to a General Partner of the applicable Fund or its affiliates will not reduce the
Management Fee for that Fund.

         The Adviser may receive compensation of the type referred to in the preceding paragraph from, or on behalf of or
with respect to, co-investors in an investment. The receipt of such compensation will not reduce any Management Fee
payable by any Fund(s) that have also invested in such investment, and as a result a Fund will, in most cases, only benefit
with respect to its allocable portion of any such compensation and not the portion of any compensation that relates to such
co-investors which have the potential to be significant. Similarly, in certain circumstances, co-investors or other parties may
negotiate the right to share a portion of such fees from a particular investment, and the above-described offset will be applied
after excluding any amounts paid to such persons.

        Carried Interest

         Subject to each Fund’s governing documents, the Adviser and/or its affiliates will receive a carried interest with
respect to certain Funds equal to a percentage (generally 20%) of all realized profits. The carried interest distributed to the
Adviser and/or its affiliates is dependent on the cumulative amount of proceeds distributed to a Limited Partner as a
percentage of contributions made to the applicable Fund by such Limited Partner in respect of fund investments and, for
certain Funds, may be subject to preferred return as more fully described in the applicable governing documents of the
applicable Funds. With respect to certain Funds, the carried interest allocation to the Adviser and/or its affiliates will remain
provisional until final liquidation of the Fund as provided in the governing documents.

         As noted above, certain General Partners may also receive a carried interest with respect to certain co-investors that
are unaffiliated with the Adviser and that invest directly in investments in which certain Funds also invest. The carried
interest distributed to the applicable General Partners are detailed in certain agreements between the applicable General
Partners and the unaffiliated co-investors. Please see “Potential Conflicts of Interest” in Item 8 below for more information
pertaining to conflicts related to non-advisory activities and co-investments offered to third parties.

        Other Information

         In certain circumstances, the management fees payable to the Adviser by individual Investors in the Funds can vary
among such Investors (e.g., based on size of commitment, aggregate commitments to the Funds, timing of admission, or
other strategic or relationship factors) and may be negotiable. Moreover, the Adviser is permitted to exempt certain
“affiliated partner” Investors in the Funds from payment of all or a portion of management Fees and/or carried interest,
including the Adviser and any other person designated by the Adviser, such as “friends and family” and certain business
associates of the Adviser or its personnel, or other Investors meeting certain qualification requirements based on
commitment size or other strategic or relationship factors.

         Any such exemption from fees and/or carried interest may be made by a direct exemption, a rebate by the Adviser
and/or its affiliates, or through other Funds which co-invest with a Fund. For example, in instances where an Adviser
professional (or an affiliated entity thereof) invests in a Fund, such professional (or such affiliated entity) may be exempt
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Item 7 - Types of Clients

          As described in Item 4 “Advisory Business,” the Adviser provides investment advisory services to Funds, which
are investment partnerships, or similar entities, which are exempt from registration under the Investment Company Act of
1940, as amended (the “Investment Company Act”). The Investors participating in the Funds may include individuals, banks
or thrift institutions, other investment entities, university endowments, sovereign wealth funds, family offices, pension and
profit-sharing plans, trusts, estates or charitable organizations, or other corporations or business entities and may include,
directly or indirectly, Principals or other employees of the Adviser and its affiliates and members of their families, and other
service providers retained by the Adviser.

       Each Fund will generally have a minimum investment commitment of between $100,000 and $1 million. Such
minimum investment amounts may be waived by the Adviser, on a case by case basis and at the Fund’s sole discretion. The
Funds interests will be offered and sold solely to qualified purchasers, accredited investors or qualified knowledgeable
personnel of the Adviser.