Tecum Capital Management Inc

Item	5	–	Fees	and	Compensation

    Fees	The	SBIC	Funds	pay	an	annual	management	fee	of	2%,	computed	daily,	equal	to:	(i)
    the	sum	of	(A)	regulatory	capital	and	(b)	assumed	leverage	for	the	Management	Fee	Initial
    Period,	commencing	on	the	earliest	of	the	date	on	which	the	SBIC	Funds’	application	for	an
    SBIC	license	is	approved,	or	April	27,	2019.	and	(b)	ending	on	the	date	five	(5)	years	from
    the	commencement	of	the	Management	Fee	Initial	Period.

    After	the	Management	Fee	Initial	Period,	the	SBIC	Funds	pay	an	annual	management	fee	of	2%,
    computed	 daily,	 equal	 to	 the	 cost	 basis	 of	 the	 SBIC	 Funds’	 investment	 in	 	 active	 	 portfolio
    companies	 as	 of	 the	 day	 of	 a	 fiscal	 quarter.	 The	 Management	 Fee	 provisions	 for	 SBIC	 Fund	 1
    are	 substantially	 similar	 to	 SBIC	 Fund	 2.	 Please	 refer	 to	 the	 Governing	 Documents	 for	 more
    specific	information.

    The	 WAC	 Funds	 pay	 Tecum	 an	 annual	 fee	 of	 1.80%	 of	 the	 Invested	 Capital,	 as	 calculated
    and	adjusted	at	the	end	of	each	calendar	quarter	(the	“Management	Fee”).	Invested	Capital
    is	 defined	 as	 the	 aggregate	 capital	 contributions	 made	 to	 fund	 the	 cost	 of	 all	 portfolio
    investments	 less	 the	 sum	 of	 the	 aggregate	 amount	 of	 all	 such	 capital	 contributions
    attributable	to	proceeds	from	realized	investments.

    Fees	Paid	to	Tecum	Management	by	Third-Parties	for	the	WAC	Funds	Any	 compensation
    received	 by	 Tecum	 from	 third	 parties	 or	 portfolio	 companies	 including	 break-up	 fees,
    commitment	 fees,	 closing	 fees,	 transaction	 fees,	 termination	 fees,	 directors'	 fees,
    brokerage	 or	 management	 fees,	 stock	 options	 or	 any	 other	 form	 of	 remuneration	 in
    connection	 with	 their	 performance	 of	 their	 duties	 under	 the	 LLC	 Agreement	 or	 the
    Management	 Services	 Agreement	 will	 be	 applied	 as	 100%	 offset	 to	 the	 Management	 Fee
    during	 the	 fiscal	 year	 in	 which	 the	 fee	 is	 earned.	 If	 the	 fee	 income	 offsets	 all	 of	 the
    Management	Fee	in	a	particular	fiscal	year,	then	the	amount	of	the	fee	income	in	excess	of
    the	 Management	 Fee	 will	 carry	 forward	 and	 reduce	 the	 Management	 Fee	 in	 the
    subsequent	year.

    Expenses	 Generally,	 management	 expenses	 are	 borne	 by	 Tecum	 (as	 more	 fully	 described	 in	 the
    Governing	Documents)	and	all	Fund	expenses	are	paid	by	the	Funds	(or	reimbursed	to	Tecum)	as
    more	fully	described	in	the	Governing	Documents.	Any	third-party	out-of-pocket	expenses	incurred
    by	 Tecum	 management	 related	 to	 a	 Portfolio	 Company	 for	 board	 meetings,	 travel	 to	 or	 from	 the
    Portfolio	Company	for	oversight,	monitoring,	or	due	diligence	services	is	reimbursed	to	Tecum	by
    the	Portfolio	Company.

Item	7	–	Types	of	Clients

    The	Advisor	provides	investment	advisory	services	to	the	SBIC	Funds	on	a	discretionary	basis	and
    to	 the	 WAC	 Funds	 on	 a	 non-discretionary	 basis.	 The	 Funds	 are	 privately	 pooled	 investment
    vehicles	that	make	or	will	make	direct	investments	in	privately	held	businesses.