Ten Coves Capital LP

Item 5 - Fees and Compensation

Compensation and Fee Schedules
As compensation for investment advisory services rendered to the Funds, Ten Coves Capital typically
receives a management fee (each, a “Management Fee”) from each such Fund. All investors and
prospective investors should review the Governing Documents of each Fund in conjunction with this
Brochure for complete information on the fees and compensation payable in connection with a particular
Fund. Different Funds may be subject to different Management Fees and performance-based compensation
arrangements. The Management Fees payable to Ten Coves Capital in respect of strategic individual
investors in a Fund may be negotiable and/or waived. Investors and prospective investors in each Fund
should note that similar advisory services may (or may not) be available from other investment advisers for
similar or lower fees. All advisory clients (i.e., the Funds) are expected to be “qualified purchasers” as
defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”). Consequently, Ten Coves Capital is not required to include specific fee information in this
Brochure relating to the Funds. Ten Coves Capital generally is not entitled to receive any Management Fee
with respect to the SPVs or Fund II Affiliates.
Deduction of Fees; Timing of Payments; Termination
As a general matter, Ten Coves Capital charges and deducts Management Fees directly from the Funds
pursuant to the terms of the Governing Documents. Payment of Management Fees is generally made
quarterly in advance and in accordance with the terms of the Governing Documents. Please refer to the
Governing Documents of each of the Funds for complete information on the timing of Management Fee
payments. Upon termination of any investment management agreement, any prepaid, unearned fees will be
promptly refunded (determined on a pro rata basis based on the number of days elapsed in the applicable
payment period), and any earned, unpaid fees will be due and payable.
Service-Related Fees
Ten Coves Capital and its affiliated entities may perform consulting, management, advisory, monitoring,
integration, transaction-related, financial advisory and other services (“Related Services”) for, and receive
fees from, actual or prospective portfolio companies or other investment vehicles of the Funds (“Portfolio
Company Remuneration”). The Management Fee with respect to each calendar quarter of each applicable
Fund will be reduced by all or a portion of such Fund’s share of Portfolio Company Remuneration. The
definition of and calculation of the amount of such Portfolio Company Remuneration that is used to offset
the Management Fees and Fund expenses is described in the applicable Fund’s Governing Documents. For
a discussion of material conflicts of interest created by the receipt of such Portfolio Company Remuneration
in connection with Related Services, please see Item 11 below.
The amount of Management Fees, Fund expenses, and the amount of Portfolio Company Remuneration
may differ from one Fund to another, as well as among investors in the same Fund. Some Funds may not
pay Management Fees. The Management Fees may also be subject to waiver or reduction by Ten Coves
Capital, in its sole discretion, both voluntarily and on a negotiated basis with its investors. For example,
Ten Coves Capital and certain of its current Partners and employees have invested, and are expected to
continue to invest, directly or indirectly in the Funds, and Management Fees with respect to such
investments are usually waived.

Expenses
Ten Coves Capital shall be responsible for all its normal overhead attributable to their activities, including
salaries, bonuses and employee benefits of their personnel, office expenses and office rental and utilities.
The Funds shall generally be responsible for all other reasonable expenses related to the Funds consistent
with the applicable Fund’s Governing Documents as well as their activities, including, without limitation,
Organizational Expenses, as defined in the applicable Fund’s Governing Documents; the Management Fee;
any placement or finder’s fees or commissions paid or payable by a Fund, Ten Coves Capital or its affiliates
in connection with the offer and sale of interests in a Fund (the “Placement Fees”); all costs and expenses
incurred in connection with the business, affairs and operations of a Fund (including, but not limited to,
software subscriptions and technology used in the origination and monitoring of actual or prospective
portfolio investments), including sourcing, identifying, originating, investigating, developing, evaluating,
negotiating, structuring, acquiring, trading, selling, monitoring, tracking, holding, restructuring,
recapitalizing and disposing of any actual or prospective portfolio investments (whether or not
consummated and including any “broken deal” expenses), including any brokerage, placement, corporate
finance, merger, underwriting and registration fees and commissions, prime brokerage fees, custodial
expenses, agent bank and other bank service fees, fees and expenses associated with legal, tax, consulting
and accounting services, third-party due diligence providers, software and service providers (including
certain subscriptions to periodicals, databases and/or research services), data providers and similar
professionals and reasonable travel expenses (including accommodations, meals, car, ride sharing, train,
airfare (including business class commercial travel or, if only two classes are available, first class
commercial travel) and other modes of transportation) in connection therewith; costs and expenses of third
party valuations, appraisals or fairness opinions in connection with actual or prospective portfolio
investments or dispositions (whether or not consummated); expenses related to meetings and reasonable
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Item 7 - Types of Clients

Types of Clients and Investment Vehicles
Ten Coves Capital provides discretionary investment management services to the Funds. The eligibility
and suitability requirements for each Fund are described in the applicable Governing Documents. The
Funds only admit sophisticated investors that (a) (1) are “qualified clients” within the meaning of Rule 205-
3 of the Advisers Act and (2) the General Partner reasonably believes to be (i) “accredited investors” within
the meaning of the Securities Act and (ii) “qualified purchasers” as such term is defined in Section 2(a)51
of the Investment Company Act, or (b) are not “U.S. Persons” within the meaning of Rules 901 through
905 under the Securities Act (“Regulation S”) and outside the United States at the time of such offer in
offshore transactions in compliance with Regulation S.
Ten Coves Capital and/or its affiliates may establish AIVs for the purpose of addressing tax, regulatory
and/or structural issues, and/or facilitating certain investments by one or more Funds and/or investors.
Prospective investors are requested to refer to the Governing Documents of the applicable Fund for
complete details on any feeder fund that may be established by such Fund and such Fund’s ability to make
investments through AIVs.
Minimum Investment Requirements
In general, the minimum investment commitment required of an institutional limited partner to participate
in a Fund is set forth in the Governing Documents for such Fund. Notwithstanding the foregoing, the
General Partner of each Fund has discretion to increase or reduce the minimum investment commitment.

Investors are requested to refer to the Governing Documents of each Fund for complete information on
minimum investment requirements for participation in a particular Fund.