Cohesive Capital Management LP

ITEM 5 – Fees and Compensation
    3B

A. Fees

         Cohesive, or its affiliates, generally receive compensation from its Clients based on a
         percentage of capital commitments or invested capital and performance-based compensation
         in the form of “carried interest” or performance allocation. Cohesive or its designee is
         generally entitled to receive a management fee 2 quarterly, in advance, from the applicable
                                                            1F

         Fund equal to a percentage of capital commitments to the Fund or, after the conclusion of the
         Fund’s investment period, a percentage of the Fund’s invested capital. The General Partners
         generally receive or will receive a “carried interest” or performance allocation, in each case,
         from the respective Fund. Performance allocations are typically measured as a percentage of
         the profits of a Fund (and are typically subject to a preferred return and a catch-up to the
         General Partners) and the rate for each Fund is determined separately for each Fund. Cohesive
         may negotiate reductions from stated management fees and/or carried interest for large
         investors and/or investors of strategic importance. Limited partners affiliated with Cohesive
         do not bear fees or carried interest allocations. The applicable fees and performance allocation
         for each Fund are disclosed to investors in the Governing Documents of each Fund.

         To the extent the General Partners or any of their respective affiliates earn any fees from
         portfolio companies, such fees will be applied (in whole or in part, as determined in the
         partnership agreement for each Fund) to reduce the subsequent installments of management
         fees, subject to reimbursement first of the General Partners or their respective affiliates for any
         balance of unreimbursed Fund expenses paid by the General Partners or such affiliates.

B. How Fees are Charged

         Management fees are payable by each Fund on a quarterly basis, in advance, and are equal to
         a percentage of capital commitments to the Fund or, after the conclusion of the Fund’s
         investment period, a percentage of the Fund’s invested capital. Management fees are typically
         paid from capital contributions from investors to each Fund pursuant to draw down notices
         delivered by each Fund’s General Partners. Management fees may also be paid out of proceeds
         of realization of a Fund’s investments or out of cash reserves of the applicable Fund.

         “Carried interest” or performance allocations (if any) are assessed typically after the receipt by
         a Fund of proceeds from a portfolio investment (but only to the extent earned, pursuant to the
         terms of each Fund’s partnership agreement), and are allocated to the General Partners from
         the profits on the investment.

 Including interest on management fees when a Client has accepted new or increased limited partner commitments.
In addition, management fees may be calculated back to an earlier date per the relevant partnership agreements.

C. Other Fees and Expenses

   The Funds are subject to customary expenses, including, but not limited to, fees, costs and
   expenses related to the purchase, holding and sale of investments, reporting to investors, tax
   preparations, meetings of limited partners and Fund advisory committees, expenses of any
   administrators, advisors, custodians, brokers, consultants, counsel and accountants (including
   audit fees), any insurance, indemnity or litigation expenses, all debt service obligations,
   including principal, interest, premium, if any, fees, expenses and other amounts payable in
   respect of indebtedness of the Fund, and any taxes, fees or other governmental charges levied
   against a Fund investment vehicle, and expenses arising in connection with the formation,
   launch and closings of a Fund (as described in, and subject to limits on such organizational
   expenses as set forth in, the applicable Fund governing agreements). Each Fund will also pay
   (as applicable) all expenses for transactions not completed, including amounts payable to third
   parties and all fees and expenses of lenders, investment banks and other financing sources in
   connection with arranging financing for transactions which are not consummated, and any
   deposits or down-payments which are forfeited in connection with unconsummated
   transactions.

   Each Fund will also pay any placement agent fees incurred in connection with the marketing
   and offering of limited partnership interests in the Fund; however, the management fees
   payable by the investors in a Fund will be reduced dollar-for-dollar by their share of the amount
   of placement agent fees paid by the Fund, such that the investors in the Fund will not bear the
   economic burden of any placement agent fees.

   Given the nature of the Funds’ investment programs, Cohesive does not usually transact
   business through broker-dealers. Therefore, the Funds generally do not incur brokerage costs.
   A discussion of Cohesive’s brokerage practices may be found at Item 12 of this brochure.

   To the extent that any of the expenses discussed in this Item 5.C. are paid by Cohesive on
   behalf of a Fund, Cohesive is entitled to a reimbursement of those expenses from the Fund.

D. Refunds for Fees Charged in Advance

   In the event of the termination of the Investment Management Agreement between Cohesive
   and a Fund, a portion of the management fee, pro-rated for the number of days remaining in
   the quarter after termination, will be returned to investors in the Fund.

E. Compensation for Sales of Securities

   Neither Cohesive nor its supervised persons accepts compensation for the sale of securities or
   other investment products.

ITEM 7 – Types of Clients
5B

     Cohesive provides investment advice to the Funds, which are its only clients. Interests in the
     Funds are offered privately to a limited number of sophisticated investors, including
     institutional investors and high-net-worth individuals, though Cohesive reserves the right to
     accept a limited number of “accredited investors” who are not “qualified purchasers”, subject
     to the laws, rules and regulations relevant to such “accredited investors” as investors in the
     Funds.

     While Cohesive does not impose a minimum dollar value of assets under management to
     accept a Fund as a client, Cohesive does exercise discretion in setting a target amount to raise
     when establishing a new pooled investment vehicle. In addition, Cohesive may establish
     minimum investment amounts for investors in the Funds.

     The Governing Documents of the Funds will typically detail all of the foregoing for each Fund.