Covara Capital LLC

Item 5: Fees and Compensation

Management Fee

As an investment adviser to the Funds, as governed by the Offering Documents, Covara Capital receives
a Management Fee generally equal to an annual rate of:

    •    1.50% of each Founders' Series Capital Account
    •    1.75% of each Standard Series Capital Account

The Management Fee is paid quarterly in advance, based on the value of each Investor’s Capital
Account(s) as of the first business day of each calendar quarter, adjusted for capital contributions and
withdrawals made during a calendar quarter, and calculated without accrual of the Incentive Allocation,
if any. For information regarding Incentive Allocation (as defined below), please see “Performance-
Based Fees” in Item 6 below.

The Management Fee is paid at the Master Fund level and, pursuant to the applicable Offering
Documents, is allocated among Covara Capital and one or more affiliated or third-party entities,
including a strategic investor, in accordance with separate arrangements. The aggregate Management
Fee payable by the Funds is not increased as a result of such allocation.

Covara Capital may, in its sole discretion, waive or modify the Management Fee for certain Investors.

Other Fees and Expenses

Organizational and Offering Expenses of the Funds

The Funds bear all of their Organizational and Offering Expenses and reimburse Covara Capital, and/or
the General Partner, as applicable, to the extent that any of them bears organizational or offering
expenses on behalf of the Funds. Such organizational and offering expenses include, without limitation,
all costs and expenses incurred in connection with the Funds’ formations and the marketing, offering,
and sale of the Interests, including, but not limited to, legal and accounting fees and expenses,
registration fees, filing fees, and all costs and expenses incurred in connection with the preparation of
offering and organizational documents, marketing and similar materials, and drafting and negotiating
contracts with service providers in connection with the launch of the Funds.

Operating Expenses

In general, the Funds will bear all of their operating expenses on a pro rata basis (collectively, the
“Fund Expenses”), which expenses will include, without limitation: investment-related costs and
expenses; fees and expenses related to portfolio exposure and performance management systems;
expenses relating to the development and maintenance of artificial intelligence tools and systems; the

Covara Capital, LLC                                                          Form ADV Part 2A

Funds' legal, accounting, tax preparation and other professional expenses; third-party administration
costs, fees and expenses; compliance and reporting expenses; the Funds' pro rata share of insurance
costs; taxes; costs and expenses incurred in attempting to protect and enhance the value of
investments; fees and expenses related to activist-related activities; fees and expenses of independent
members of governance committees; fees relating to liquidation; proxy and securities class action
advisory firm fees; cybersecurity services; expenses relating to the offer and sale of interests and
withdrawals; the Funds' pro rata share of the expenses of the Master Fund; organizational expenses;
and other reasonable expenses related to the operation of the Funds.

In general, each Investor will bear its proportionate share of the Fund Expenses on a pro rata basis with
respect to the size of the Investor’s investment(s). The General Partner may, however, allocate
expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if
the General Partner determines that such an allocation is more equitable.

From time to time, Covara Capital, the General Partner, and/or their affiliates may elect to bear certain
expenses on behalf of the Funds that would otherwise be Fund Expenses. Covara Capital, the General
Partner, and/or their affiliates will not have any obligation to bear such expenses and may elect at any
time (in whole or in part) to cease bearing such expenses on behalf of the Funds.

Covara Capital, the General Partner, and/or the Principal may advance funds on behalf of the Funds,
and Covara Capital, the General Partner, and the Principal, as the case may be, will be reimbursed by
the Funds for such advanced amounts.
Covara Capital has engaged one or more fund administrators or similar service providers to perform
certain functions in relation to the Funds. The Funds will bear the expense of all third-party
administrator service providers, even if there is some overlap in the services provided by such third-
party administrator and Covara Capital personnel.
When a broker is used in connection with an investment by a Fund, such Fund will incur brokerage
and other transaction costs. For a further discussion of these and related items, please see “Brokerage
Practices” in Item 12 below.

Item 7: Types of Clients

Currently, Covara Capital provides investment advice only to the Funds. Each of the Funds’ Offering
Documents sets forth the eligibility criteria for Investors. Subject to the discretion of Covara Capital
to accept less, the minimum initial investment threshold for the Funds is $1,000,000, depending on
series.

Onshore Fund

Each Investor generally must be (i) an “accredited investor”, as defined in Regulation D under the U.S.
Securities Act of 1933 (the “Securities Act”), and (ii) a “qualified purchaser”, as defined in the U.S.
Investment Company Act of 1940 (the “Company Act”). The Subscription Agreement contains
representations and questionnaires relating to these qualifications.

Offshore Fund

Each Investor generally must be either (i) a non-U.S. Person or (ii) a Permitted U.S. Person that qualifies
as an “accredited investor,” as defined in Regulation D under the Securities Act, and a “qualified
purchaser,” as defined in the Company Act, and must meet other suitability requirements. The
Subscription Agreement contains representations and questionnaires relating to these qualifications.