Valence8 US LP

Item 5 Fees and Compensation
Fees
Fees paid to Valence8 for investment management services ("management fees") are generally
dependent on the nature of the services being provided. Typically, Valence8 charges Clients an
annual management fee based on the value of assets under the Firm's management, which is payable
monthly or quarterly in arrears, as detailed in each client's agreement. In general, we charge an
annual management fee that can range up to 1.00% per annum based on the value of asset under
management at the end of each calendar month, not including assets invested in the Funds, which are
billed separately. Valence8 may receive performance based compensation of generally up to 5%,

subject to a high-water mark, and relative performance-based compensation of generally up to 10%,
payable annually. Fees may vary by Client size, complexity and other factors deemed appropriate by
the Firm. Performance based fees are described below in the "Performance-Based Fees" section.
Individual Mandates initiated or terminated during a calendar quarter will be charged a prorated fee.

Following termination of an agreement, in respect of each illiquid asset advised by Valence8, Clients
may have the obligation to pay to the Firm a one-time only fee equal to 3% of the aggregate amount of
all original commitments to those illiquid assets in which Client still have a material interest less
management fees paid to date for such illiquid assets.

Valence8 charges the Funds a management fee and a performance fee that is disclosed in detail in
each Fund's private placement memorandum, investment management agreement, limited partnership
agreement and/or other documentation received by each investor prior to investment in a Fund. Fees
may differ from one Fund to another, as well as among investors in the same Fund. The Funds also
bear their share of expenses are set forth in the "Other Fees and Expenses" section below. Certain of
the Funds charge fees monthly or quarterly in advance, pursuant to each Fund's governing documents.

The Firm's fees and any incidental expenses will reduce the assets held in, and the return experienced
by, Clients.

Fee Billing
Client fees may be collected from the Client's custodial account with the Client's authorization,
collected via an invoice sent to the Client, or collected directly from the Funds as permitted by the
relevant Fund's private placement memorandum. Some Clients may have fees collected from a
combination of these three sources, i.e. custody account, direct invoice and/or domestic or offshore
fund entities.

The amount due is calculated by applying the monthly rate (annual rate divided by 12) to the total
assets under advisement with Valence. It is the responsibility of the Client to verify the accuracy of
these fees as listed on the Custodian's brokerage statement as the Custodian does not assume this
responsibility.

Other Fees and Expenses
Clients may be charged fees or commissions in addition to the management fee paid to Valence8.
These may include brokerage commissions and other custodial fees charged by third-party
organizations. Clients may also be charged expenses (e.g., legal costs) incurred in relation to their
direct co-investments.

Investors of the Funds will incur fees indirectly through their investment in the Funds, which pays
investment management fees to Valnce8, as well as other operational expenses, including legal,
compliance, accounting (including third-party accounting services), auditing and other professional
expenses, organizational expenses, administration fees, and expenses, bank service fees, and other
expenses all fees, costs and expenses, if any, incurred in evaluating, negotiating, structuring,
acquiring, appraising, financing, custody, settling, holding, developing, disposing of, refinancing or
otherwise dealing with actual or proposed investments pursued the Funds (whether or not the Funds
actually makes an investment), including any "dead deal" costs, financing, consulting, advisory, legal,
due diligence, investment banking, reporting, projections, valuation, tax and accounting expenses, and
other fees and out-of-pocket costs related thereto and any insurance, indemnity, or litigation expense.
A description of these fees and expenses will be set forth in the applicable investment advisory,
management agreement, or offering document of each Fund.

Item 7 Types of Clients
Valence8's provides investment management services to Funds and Individual Mandates which are
both U.S. and non-U.S. domiciled. Investors who engage the Firm for Individual Mandates, as well as
investors in the Funds, generally include ultra-high net worth individuals, family offices, trusts,
investment companies, charitable organizations such as family foundations and institutional clients.

In general, we do not require a minimum of assets to open and maintain an advisory account. At our
discretion, we may close an account if it becomes too small to effectively manage.

The minimum investment level for the Funds is described in the offering documents for each fund.

In no event should this Brochure be considered to be an offer of interest the Funds or relied upon in
determining to invest. It is also not an offer of or agreement to provide advisory services directly to any
recipient. Rather, this Brochure is designed solely to provide information about Interplay for the
purpose of compliance with certain obligations under the Advisers Act and, as such, responds to
relevant regulatory requirements under the Advisers Act, which may differ from the information
provided in a offering memorandum. To the extent that there is any conflict between discussions herein
and similar or related discussions in any offering memorandum, the offering memorandum shall
govern.