Covalence Investment Partners LP

Item 5: Fees and Compensation
Fund Fees. Covalence receives fees from the Funds generally expected to include (i) a quarterly “Management Fee”,
equal to a percentage of non-affiliated investor commitments to contribute capital to a Fund (“Commitments”) or
investment contributions, as applicable, and (ii) a performance-based distribution, or “carried interest”, generally equal
to a portion of the distributions made to investors in the applicable Fund, after the investors have received a return of
their invested capital and allocable expenses, plus any agreed upon preferred return, as described in “Performance-Based
Fees and Side-by-Side Management” below. The calculation, timing, and amount of such compensation, as well as any
adjustments to be made to such amounts, will be agreed upon by the applicable Fund and Covalence, and set out in the
applicable Fund’s Governing Documents.

The Management Fee with respect to a Fund is paid in advance on a quarterly basis. The Management Fee will be paid
out of current income and investment proceeds of the Fund and/or, in the General Partner’s discretion, from drawdowns
that will reduce unfunded Commitments.

Covalence’s right to earn Management Fees (and the fact that they are calculated based on the lower of invested capital
and the applicable Fund’s net asset value for a period of time) can create an incentive for Covalence to hold an investment
longer than it would in the absence of the Management Fee. Where the Management Fee is calculated based on the
valuation of an investment, or a determination of whether an investment has been permanently written off or permanently
written down, Covalence will have an incentive to make determinations that result in the continued payment of, or a
higher, Management Fee. Investors should be aware that the Management Fee will be calculated on a basis that generally
is not tied to the applicable Fund’s then-current net asset value. As described in the applicable Partnership Agreement,
from the effective date of the applicable Fund until the end of such Fund’s defined investment period (the “Stepdown
Date”), the Management Fee will be calculated based on a percentage of the amount of such Fund’s aggregate
Commitments. After the Stepdown Date, the Management Fee will be calculated based on a percentage of the lesser of
(i) the amount of invested capital that has not been disposed of and (ii) the applicable Fund’s net asset value. In situations
where the Management Fee is calculated based on invested capital, the Management Fee generally will not be reduced
based on reductions in investment value, and any portion of an investment that otherwise would have been deemed
disposed of will be treated as having been disposed of (thereby reducing the Management Fee base) only to the extent
that the disposition results in a reduction of such Fund’s direct or indirect ownership interest in the applicable portfolio
investment. For the sake of clarity, in such cases, the amount of invested capital (and therefore the Management Fee)
will not in any event be reduced as a result of any reorganization or restructuring of an investment, extraordinary
dividend made with respect to an investment (e.g., a dividend recapitalization), or similar transaction related to an
investment that does not result in a reduction of such Fund’s direct or indirect ownership interest in such portfolio
investment (even in cases where the applicable Fund receives a distribution from the portfolio investment and/or the
value of such Fund’s investment in such portfolio investment has been reduced (including substantially reduced) as a
result of such reorganization, restructuring or similar transaction), and in such cases, Limited Partners will continue
paying Management Fees based on invested capital, as applicable, regardless of any such transaction. The lack of a
requirement to reduce the Management Fee in connection with any reorganization, roll-over investments or
restructuring, extraordinary dividend or similar transactions made with respect to, or similar transaction related to, an
investment presents certain conflicts between the interests of Covalence and the interests of the Limited Partners,
including by incentivizing Covalence to pursue transactions that would result in the continued payment of Management
Fees. The post-Stepdown Date Management Fee will include capitalized transaction-specific fees and expenses of
unrealized investments, including certain fees (such as Transaction Fees, as defined below) and expenses paid to third
parties, Covalence or its affiliates. In many circumstances, calculation of post-Stepdown Date Management Fees will
include the value of any capitalized fees, expenses, costs or other amounts relating to unrealized investments, including
such amounts payable or reimbursable to Covalence and its affiliates. Covalence and its affiliates have incentives to

capitalize such amounts into a transaction, not only to avoid having portfolio investments pay such amounts out of
available operating cash, but also to increase the base on which future Management Fees will be calculated. Further,
the applicable Fund will call Management Fees in advance and will not reimburse or refund Management Fees in the
event of realizations, dispositions or write-downs that occur partway through the relevant calculation period.

In addition, the General Partner expects to be incentivized to cause the applicable Fund to make investments and hold
on to investments (and to delay or forego a determination that the investments are permanently written down or written
off in the manner described in the Partnership Agreement (such investments, “Impaired Value Investments”)) in order
to generate greater ongoing Management Fees and, potentially, larger carried interest distributions than would otherwise
be the case if such investments had not been made or held (or if such determination had not been made), including
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Item 7: Types of Clients
Covalence provides discretionary investment advisory services solely to the Funds. The Funds generally include private
pooled investment partnerships and other investment entities formed under domestic or foreign laws. The Adviser does
not provide investment advisory services to retail clients or individuals.

Interests in the Funds are offered only through private placements to investors, generally including institutional
investors, family offices, high-net-worth individuals, pooled investment vehicles, privately-owned businesses and trusts.
Such investors often include, directly or indirectly, principals or other employees of Covalence and members of their
families, or Service Providers retained by Covalence. Fund investors generally must meet applicable suitability,
sophistication and eligibility requirements, as described in the applicable private placement memoranda and governing
agreements.

Covalence is generally permitted to establish Funds that are alternative investment vehicles in order to permit certain
investors to participate in one or more particular investment opportunities in a manner desirable for tax, regulatory or
other reasons.

Additionally, Covalence is permitted to enter into Side Letters with certain investors in the Funds which would have the
effect of establishing rights under, altering, or supplementing the terms (including the economic terms) of the Governing
Documents of the applicable Fund, in a manner more favorable to such investor than those applicable to other investors
in such Fund. Such rights or terms pursuant to such agreements may include, without limitation, access to additional
information, more favorable liquidity and/or transfer terms, or other rights or terms deemed necessary in light of
particular legal, regulatory or tax characteristics of an investor.

The Adviser generally does not impose fixed minimum account sizes at the adviser level. Minimum investment amounts
and eligibility requirements are determined at the Fund level and are set forth in the applicable Governing Documents,
subscription agreements and Side Letters.

All advisory services are provided on a discretionary basis pursuant to the Governing Documents of the applicable Fund,
and the Adviser’s fiduciary duties run to the Funds it advises rather than to the investors in such Funds.