Cove Hill Partners LP

Item 5. Fees and Compensation

The Adviser or its affiliates generally receive Advisory Fees and Carried Interest (each as defined
below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio
companies, also typically reimburse the Adviser and its affiliates for certain expenses and/or make
other payments to the Adviser or its affiliates for services provided to the Fund and/or its portfolio

companies, which, in certain circumstances, reduce the Advisory Fees payable to the Adviser.
Additionally, consistent with the Organizational Documents of a Fund, the Fund typically bears
certain out-of-pocket expenses incurred by the Adviser in connection with the services provided
to the Fund and/or the portfolio companies. Details about such fees and expenses are contained in
the Organizational Documents of a Fund. Further details about certain common fees and expenses
are set forth below.

Advisory Fees

As compensation for investment supervisory services rendered to the Funds, the Adviser receives
from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on
committed capital and/or remaining capital base. Advisory Fees paid by a Fund may also be
reduced by other fees or compensation received by the Adviser or its affiliates that relate to such
Fund’s activities and investments, or by certain excess organizational or other expenses borne by
such Fund, as described in more detail below. Advisory Fees paid by a Fund are indirectly borne
by investors in such Fund. Unless otherwise agreed with a Fund’s investors, Advisory Fees will
continue to be payable during any term extensions.

On a date specified in a Fund’s Organizational Documents (the “Stepdown Date”), the Advisory
Fee customarily decreases and is thereafter calculated based on the amount of the Fund’s remaining
capital base, which includes the aggregate amount of capital invested by the Fund in portfolio
investments minus the aggregate amount of capital contributions invested in a portfolio investment
that has been sold, disposed of, or liquidated (each a “Disposition”), or permanently and fully
written off and no longer being monitored (such investments, “Impaired Investments”). Because
Advisory Fees are calculated based on remaining capital base following the Stepdown Date, the
Organizational Documents do not require any reduction or refund of Advisory Fees following any
decrease in value (whether temporary or permanent), except to the extent such decrease in value
results from a Disposition or Impaired Investment. As a result, the Advisory Fees generally will
not track changes in the fair value of any individual investment or of a Fund.

Other Fees (as defined below, and which include but are not limited to transaction fees) and other
fees, costs and expenses to the extent payable by a portfolio company at the time of investment
and funded with equity from the Funds (collectively, “Capitalized Costs”) are from time to time
capitalized into the amount of remaining capital base with the relevant Fund receiving a
proportionate amount of equity in such portfolio company for the additional investment.
Accordingly, where the Advisory Fee base post-Stepdown Date is based on remaining capital base,
such base will include the value of such Capitalized Costs, including those payable or reimbursable
to the Adviser and its affiliates. This would increase the amount of Advisory Fees paid to the
Adviser. Such increase is in addition to the Other Fees paid to the Adviser and/or its affiliates.

The Organizational Documents generally do not provide for the reimbursement or refund of
Advisory Fees in the event of Dispositions or Impaired Investments occurring mid-calculation
period.

Advisory Fees are payable in advance, ten (10) business days following the commencement of
each semi-annual period.

The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are
established by the Adviser and are set forth in such Fund’s Advisory Agreement and/or the
Organizational Documents received by each investor prior to investment in such Fund. Fees may
differ from one Fund to another. In addition, the Adviser has in the past and may in the future enter
into economic and/or other fee sharing arrangements with co-investors (which may include certain
limited partners in a Fund) with respect to one or more Funds or investments, the rights of which
will not generally be offered to other co-investors, including other limited partners.

Certain investors in the Funds that are employees, former employees, partners, members, directors,
managers and officers of the Adviser or its affiliates, immediate family members of the foregoing,
certain business associates (including any related entity established by any of the foregoing, such
as trusts, charitable programs, endowments or related programs, family investment vehicles and
other estate planning vehicles) (collectively, the “Adviser Investors”) or members of the Executive
Advisory Board (as defined below) will not typically pay Advisory Fees in connection with their
investment in a Fund. In addition, the Adviser has in the past and may, from time to time in the
future, establish certain investment vehicles through which Adviser Investors or Executive
Advisory Board members may invest alongside one or more Funds in one or more investment
opportunities, and such co-investment vehicles do not pay Advisory Fees or Carried Interest.

Upon termination of an Advisory Agreement, Advisory Fees that have been prepaid are generally
returned on a prorated basis.

Other Fees

Fees Payable by the Portfolio Companies

In addition to the Advisory Fee and Carried Interest, the Adviser and its affiliates receive a variety
of other fees relating to the investment activities of the Funds and their portfolio companies
(including in respect of services of the Adviser’s “Portfolio Group” (the Adviser’s dedicated
...

Item 7. Types of Clients

The Adviser currently provides investment supervisory services to the Funds. Investment advice
is provided directly to the Funds (subject to the direction and control of the General Partner of
each such Fund, if applicable) and not individually to investors in such Fund.

Interests in the Funds are offered pursuant to applicable exemptions from registration under the
Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as
defined in the 1940 Act, and may include, among others, high net worth individuals, trusts, estates,
charitable organizations, university endowments, limited partnerships and limited liability
companies or other entities.

Minimum investment commitments may be established for investors in the Funds. The General
Partner of each Fund may in its sole discretion permit investments below the minimum amounts
set forth in the Organizational Documents of such Fund.