Tacora Capital Management LP

Item 5: Fees and Compensation
Item 5.A: Description of Compensation Arrangements
Tacora receives compensation for its investment advisory services through management fees and performance-
based fees (carried interest) from the Funds it advises. The specific fee arrangements vary between Tacora
Capital, LP (“Fund 1”), Tacora Capital II, LP (“Fund 2”), Tacora Capital Residential RE Financing Opportunities Fund
LP (“Fund 3”), and Tacora Capital Co-Invest SPV, LP ("Fund 4") reflecting the distinct structures and investment
strategies of each Fund.
Tacora Capital, LP (“Fund 1”)
    •   Management Fee: The Management Fee is paid quarterly in advance, equal to 2% per annum of the
        aggregate Capital Commitments of the Limited Partners during the Commitment Period. After the
        Commitment Period, the Management Fee rate will be reduced (a “Fee Step-Down”) as described in the
        Fund's limited partnership agreement and Private Placement Memorandum. The Fee Step-Down will not
        reduce the Management Fee below 1% of the applicable fee base. The General Partner may waive or
        reduce the Management Fee for any Partner, including Affiliated Investors. The Management Fee is
        prorated for partial periods, with any overpaid fees refunded to Limited Partners after the final distribution.
    •   Distribution of Investment Proceeds (Carried Interest): After distributions of limited partners’ investment
        proceeds equal to such limited partner’s capital contributions, any additional distribution of investment
        proceeds will be allocated 80% to the limited partner and 20% to the General Partner or an affiliate
        identified in the limited partnership agreement and/or Private Placement Memorandum.
    •   Tax Distributions: Within 90 days after the close of each taxable year, the Fund may make tax distributions
        to each Partner, including the General Partner, in an amount sufficient to permit the payment of tax
        obligations related to income allocations from Carried Interest. These distributions are treated as
        advances and will be netted against future distributions to Limited Partners. Tax distributions may be
        withheld if the Partnership’s total net taxable income and gain are below thresholds specified in the
        governing documents.
    •   Reserves and Withholdings: The General Partner may withhold from distributions amounts necessary to
        create reserves for expenses, liabilities, or tax obligations of the Fund. Such withholdings are treated as
        distributions for calculation purposes.
    •   Income from Temporary Investments: Income from temporary investments will be distributed among all
        Partners in proportion to their respective interests in the Partnership property or funds that produced such
        income.
Tacora Capital II, LP (“Fund 2”)
    •   Management Fee: The Management Fee is paid quarterly in advance. During the Commitment Period, the
        Management Fee is:
            o   1.75% per annum of Actively Invested Capital and 0.75% per annum of Unfunded Commitments
                for First Closing Partners.
            o   2% per annum of Actively Invested Capital and 0.75% per annum of Unfunded Commitments for
                other Limited Partners.
        After the Commitment Period, the Management Fee applies solely to Actively Invested Capital. The

       General Partner may waive or reduce the Management Fee for any Partner, including Affiliated Investors.
   •   Distribution of Investment Proceeds (Carried Interest): Investment Proceeds are distributed as follows:
           1. Return of Capital Contributions: 100% to Limited Partners until they have received distributions
              equal to their capital contributions.
           2. Preferred Return: 100% to Limited Partners until they have received an 8% Preferred Return on
              their capital contributions.
           3. Carried Interest Catch-Up: 100% to the Carried Interest SLPs (Tacora Investments, LP, and Seed
              Investor affiliates) until they receive 20% of the aggregate amount distributed as the Preferred
              Return and catch-up.
           4. Residual Profit Sharing: Thereafter, 80% to Limited Partners and 20% to the Carried Interest SLPs.
   •   Tax Distributions: Within 90 days after the close of each taxable year, the Fund may make tax distributions
       to each Partner equal to their deemed tax liability for the taxable year. These distributions are treated as
       advances and netted against future distributions. No tax distributions will be made if the Partnership's
       total net taxable income and gain are less than or equal to $500,000.
   •   Reserves and Withholdings: The General Partner has discretion to withhold amounts from distributions
       to establish reserves for anticipated expenses, contingent liabilities, or tax obligations. These amounts
       are treated as distributions for calculation purposes.
   •   Income from Temporary Investments: Income from temporary investments is distributed proportionally
       to all Partners based on their respective interests in the Fund. The General Partner may adjust allocations
       to optimize tax efficiency or comply with regulatory requirements.
Tacora Capital Residential RE Financing Opportunities Fund LP (“Fund 3”)
   •   Management Fee: The Management Fee is paid quarterly in advance. During the Commitment Period, the
       Management Fee is 1.5% per annum of the aggregate Capital Commitments of the Limited Partners. After
       the Commitment Period, the Management Fee is 1.5% per annum of each Limited Partner’s aggregate
       Capital Contributions used to make Investments that have not been sold or determined by the General
       Partner to be permanently and completely written off (not to exceed such Limited Partner’s Capital
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Item 7: Types of Clients
 Tacora serves as the investment manager with respect to multiple affiliated private investment vehicles, which
 are pooled investment vehicles exempt from the requirement to register as investment companies under Section
 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended.
 Interest in the Funds are offered and sold under the exemption provided by Section 4(a)(2) of the Securities Act
 and Rule 506 of Regulation D promulgated thereunder, as well as other exemptions of similar import in the laws
 of the states and jurisdictions where the offerings are made. Each investor in the Funds is generally required to
 certify that it is, among other things, an “accredited investor,” as defined in Rule 501(a) of Regulation D under the
 Securities Act of 1933, as amended. Certain investors may also be required to qualify as “qualified purchasers”
 as defined under Section 2(a)(51) of the Investment Company Act of 1940, if applicable.
 The minimum initial capital commitment generally required from an investor in each Fund is set forth in the
 respective Fund’s offering documents and is subject to Tacora’s discretion to accept a lesser amount.