Crescent Cove Advisors LP

Item 5 - Fees and Compensation

A. Below is a discussion of how the Adviser is compensated in connection with
    providing advisory services to its Clients. The Adviser may enter into different fee
    arrangements on a Client-by-Client basis.

    Management Fees. The fees and expenses associated with each Client account will
    be negotiated with each Client and are described in detail in each Client’s Offering
    Documents. Generally, the Adviser is entitled to a management fee, which is paid by
    Fund investors and may vary depending on the interest held by the applicable investor,
    at an annual rate ranging from 1-2%. Certain investors of co-investment funds that
    participate in an investment alongside a Client may pay discounted or no management
    fees to the Adviser.

    Carried Interest. The Adviser will receive a performance fee (referred to as “Carried
    Interest”) based on net profits. The Carried Interest for each Client is specific to the
    Offering Documents for each Client. Generally, the general partner of each Fund (the
    “General Partner”) is entitled to receive an allocation of net profits subject to limited
    partners receiving all capital contributions, a stated preferred return, and in accordance
    with any other applicable provisions in the relevant offering documents.

    Carried Interest will only be charged to accounts of those Investors who are “qualified
    clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended
    (“Advisers Act”), in accordance with applicable state law.

    Other Fees. The Adviser may receive transaction fees, commitment fees, monitoring
    fees, consulting fees, advisory fees, and other similar fees (“Transaction Fees”) from
    portfolio companies in which Clients are invested. These types of Transaction Fees for
    each Client are specific to the Offering Documents for each Client. For certain Clients,
    there are no management fee offsets; however, with respect to certain Funds, there is
    a provision within the applicable Fund Offering Documents that allow for such offsets.

    Client Expenses. The Adviser is responsible for all salaries, wages, and fringe benefits
    of the Adviser’s employees, rentals payable for space used by the Adviser, any
    equipment leases and purchases, and any related account and tax costs and expenses.
    Clients are responsible for their allocated portion of all other costs and expenses as
    expressly outlined in each of the Funds’ Offering Documents.

    As stated in Item 4 above, Crescent Cove may, on behalf of its Clients, invest in other
    private investment funds ("Underlying Funds") advised by Underlying Managers. In
    addition to Crescent Cove’s fees noted above, applicable Crescent Cove Clients will
    also be responsible for fees and expenses owed to the Underlying Managers, including
    their share of organizational and operating expenses, as well as management and
    performance fees. Details of such fees and expenses are set forth in the Underlying

   Funds’ offering documents. See Section 8 below for more information regarding such
   layering of fees.

B. Management fees from a Fund are deducted directly from the Client’s capital account
   and payable quarterly in advance, provided that any such management fee shall be
   subject to any waived management fee election made by the General Partner. Carried
   Interest typically is determined as of the last business day of the calendar year and is
   deducted directly from the Client’s capital account on an annual basis, as applicable.

C. Clients shall pay such costs and expenses as the Adviser shall reasonably determine to
   be necessary, appropriate, advisable, or convenient to carry on its business and realize
   its objective, including but not limited to: (i) management fees; (ii) all general
   investment expenses (i.e., expenses which the Adviser reasonably determines to be
   directly related to the investment of the Client’s assets); (iii) all administrative, legal,
   accounting, auditing, record-keeping, tax form preparation, compliance and consulting
   costs and expenses; (iv) insurance expenses; (v) expenses of regulatory filings and
   reporting (including but not limited to Form PF, Section 13 and Section 16 filings) to the
   extent they are in connection with, relate to or derive from the Client or its investment
   activities and all compliance costs and expenses associated with the Fund in complying
   with the rules related to private fund advisers under the Advisers Act; (vi) fees, costs and
   expenses of third-party service providers that provide such services; (vii) travel and
   entertainment expenses incurred in connection with the Client’s affairs; and (viii) any
   extraordinary expenses, among other expenses.

   Certain Clients will pay (or reimburse the General Partner and/or Adviser for) their pro
   rata portion of organizational expenses up to a maximum amount of $2 million (the
   “Organizational Expense Cap”). Organizational expenses includes all out-of-pocket
   expenses incurred by the certain of the Clients or on their behalf by a member of the
   General Partner or a placement agent in connection with the organization of the Client
   and the offering of limited partner interests and the organization of the Client and the
   offering of its limited partnership interests, including, without limitation, travel costs,
   legal and accounting fees, printing costs, fees and expenses related to the preparation
   of, and negotiations with respect to, the offering documents and supplements thereto,
   investor presentations and other marketing materials, subscription documents, any side
   letters or similar agreements, agreements with placement agents and any other similar
   agreements, and out-of-pocket costs and expenses incurred by placement agents,
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Item 7 - Types of Clients

The Adviser provides investment advisory services to private investment funds for
sophisticated, qualified investors. Certain Client accounts have a minimum account size,
though the Adviser reserves the right to waive minimum account size at its sole discretion.
Details concerning applicable suitability criteria for investors in each of the Clients as well
as account minimums are set forth in the respective Offering Documents.

Acceptance of Fund account relationships is determined on a case-by-case basis.