Sturbridge Capital LLC

Item 5: Fees and Compensation

The Funds compensate Sturbridge with a management fee for the investment
management and related services that it provides. Fees are not generally negotiable
but may be waived or changed as disclosed in the relevant Fund offering
memorandum. Management fees are established on a fund-by-fund basis; therefore,
it is possible that the Firm charges different management fees to its Funds.

The annual management fee rate charged to the Funds in certain instances will vary
from year-to-year over the life of the Fund. For example, the management fee rate
charged to the Funds in some cases will decrease upon the expiration of the
investment period of a Fund. Sturbridge charges management fees that generally
range on average from 0.0% to 2.0% of committed capital or the net asset value of a
particular Fund.

The specific payment terms and other conditions of the management fees charged to
each Fund are set forth in the Fund’s relevant governing documents. Management
fees are generally paid out of current income and investment proceeds. Management
fees may also be paid from capital drawdowns that reduce unfunded commitments.

Subject to the terms of the offering memorandum and governing document of a Fund,
the Fund will bear all costs and expenses relating to its organization and operation.
Such costs and expenses may be significant and can include:

  i.   Activities related to the identifying, sourcing (including meeting with
       consultants, broker-dealers, investment banks and other sources of
       investments), structuring, organizing, negotiating, consummating, financing,
       refinancing, diligencing (including any research, subscriptions to any
       periodicals or databases, and attendance at any trade conference), acquiring,

Sturbridge Capital LLC                                                 Form ADV Part 2A

        bidding on, developing, owning, managing, monitoring, operating, holding,
        hedging, restructuring, trading, taking public or private, selling, valuing, winding
        up, liquidating, dissolving, or otherwise disposing of, as applicable, actual and
        potential investments (including follow-on investments) or seeking to do any of
        the foregoing (including any associated legal, financing, commitment,
        transaction or other fees and expenses payable to attorneys, accountants, tax
        professionals, investment bankers, lenders, expert networks, third-party
        diligence and deal-sourcing software and other subscription services and
        service providers, consultants and similar professionals in connection
        therewith, and any fees and expenses related to transactions that may have
        been offered to co-investors), whether or not any contemplated transaction or
        project is consummated and whether or not such activities are successful;
  ii.   Indebtedness of, or guarantees (including any credit facility, letter of credit or
        similar credit support), including the repayment of principal and interest with
        respect thereto, or seeking to put in place any such indebtedness or guarantee;
 iii.   Financing, commitment, origination, and similar activities;
 iv.    Broker, dealer, finder, underwriting (including both commissions and
        discounts), loan administration, private placement, sales, investment banker,
        finder, and similar services;
  v.    Brokerage, sale, custodial, depository, local paying agent, trustee, record
        keeping, account and similar services;
 vi.    Legal, accounting, auditing, technology administration (including costs
        associated with any third-party administrator and administration, tracking or
        reporting software, if any), information, appraisal, advisory, valuation (including
        third-party valuations, fairness opinions, appraisals or pricing services),
        consulting (including consulting and retainer fees, salary and other
        compensation paid and benefits provided to consultants performing investment
        initiatives or providing services related to environmental, social and governance
        investment considerations and policies and other similar consultants), tax and
        other professional services (including costs related to the establishment or
        maintenance of any such activities or services);
vii.    Reverse breakup, termination, and other similar arrangements;
viii.   Insurance (including directors’ and officers’ liability, fidelity bond, management
        liability, cybersecurity, errors and omissions liability, crime coverage and
        general partnership liability premiums and other insurance expenses, including
        any costs and expenses related to any retention or deductibles and broker fees,
        costs and commissions) and the cost of any consultants or other advisors
        utilized in the procurement, review and analysis of insurance policies;
 ix.    Filing, title, transfer, survey, registration, and other similar activities;
  x.    Printing, communications, marketing, publicity, mailing, and courier;
 xi.    Preparation, distribution, or filing of financial statements or other reports, tax
        returns, tax estimates, Schedules K-1 or similar forms or other communications
        with investors or any other administrative, compliance or regulatory filings or
        reports (including Form PF and Bureau of Economic Analysis reports) and any
        administrative, regulatory, reporting, filing, or other compliance requirements,
        or other information, including costs of any third-party service providers and
        professionals related to the foregoing;
xii.    Compliance with any tax or financial account reporting regime, such as the
        Foreign Account Tax Compliance Act (“FATCA”), the Organization for
        Economic Co-operation and Development Standard for Automatic Exchange of
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Item 7: Types of Clients

As discussed in Item 4, we provide investment advisory services to the Funds. The
Funds minimum investment is $250,000. The Firm may waive or reduce the minimum
investment amount at its discretion. Investors in the Funds are qualified purchasers.
The following types of Investors have historically invested in our Funds: other pooled
investment vehicles, public employee retirement plans, limited partnerships, limited
liability companies, trusts, and high net worth individuals. In the future, we may advise
other types of investors in our Funds, including but not limited to, endowment funds,
foundations, and municipalities.