Contract analysis

Section 1. Relationship to Partnership Agreement 1.1 This Side Letter supplements the Partnership Agreement and the Subscription Agreement executed by the Investor in connection with the Investor's subscription for limited partnership interests in the Fund. This Side Letter, together with the Partnership Agreement and the Subscription Agreement, sets forth the complete terms governing the Investor's participation in

Section 2. UBTI / Blocker Entity Provisions 2.1 Investment Structure Election (a) The General Partner acknowledges that the Investor is a tax-exempt organization described in Section 501(c)(3) of the Code and is therefore subject to taxation on unrelated business taxable income under Sections 511 through 514 of the Code. The General Partner further acknowledges that the Investor has a legitimate and substantial inter

Section 3. Excuse Rights for UBTI-Generating Investments 3.1 Right to Be Excused (a) If the General Partner determines, in good faith and after consultation with the Fund's tax advisors (including Sylvia Hartwell of Calderwood & Harkness LLP, or such successor tax counsel as may be designated by the General Partner from time to time), that a proposed Fund investment is reasonably expected to generate a material amoun

Section 4. Management Fee discount 4.1 Early Close discount (a) In consideration of the Investor's Commitment at the First Close, the management fee payable by the Investor during the Investment Period (as defined in the Partnership Agreement) shall be reduced by ten (10) basis points, from 1.75% per annum to 1.65% per annum, calculated on the Investor's Commitment (the "Early Close discount"). The Early Close discou

Section 5. LPAC Membership 5.1 Designation. (a) The General Partner agrees to designate the Investor as a member of the Limited Partner Advisory Committee (the "LPAC") of the Fund, effective as of the First Close. The Investor's membership on the LPAC shall continue for the term of the Fund unless the Investor ceases to be a limited partner of the Fund, voluntarily resigns from the LPAC, or is removed from the LPAC i

Section 6. Tax-Exempt Status Representations and Covenants 6.1 Investor Representations (a) The Investor hereby represents and warrants to the General Partner as of the date hereof, and shall be deemed to reaffirm such representations and warranties as of each date on which it funds a capital call, that: (i) It is an organization described in Section 501(c)(3) of the Code and is exempt from federal income tax under S

Section 7. Enhanced ESG Reporting 7.1 ESG Reporting Commitment (a) The General Partner acknowledges the Investor's commitment to responsible investment and its interest in understanding the environmental, social, and governance ("ESG") characteristics and performance of the Fund's portfolio investments. Accordingly, the General Partner shall provide the Investor with enhanced ESG reporting in connection with the Fund

Section 8. Reporting and Information Rights 8.1 Standard Reporting The Investor shall receive all reports and information to which limited partners are entitled under the Partnership Agreement, including, without limitation: (a) Audited Annual Financial Statements. Audited financial statements of the Fund prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), audited by Caldwell, Fitch &

Section 9. Co-Investment Rights 9.1 Co-Investment Opportunities (a) The General Partner shall use commercially reasonable efforts to offer the Investor the opportunity to participate in co-investments alongside the Fund on a no-fee, no-carry basis, subject to the General Partner's then-applicable co-investment allocation policy. The General Partner acknowledges the Investor's interest in co-investment opportunities a

Section 10. Transfer Provisions 10.1 The General Partner acknowledges that the Investor's transfer of its limited partnership interest in the Fund shall be subject to the transfer provisions set forth in the Partnership Agreement, including, without limitation, the requirement that any transfer receive the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and ab

Section 11. Most Favored Nation Election Rights 11.1 MFN Disclosure (a) The General Partner shall, within thirty (30) days following the Final Close of the Fund (the "Final Close") (with such Final Close anticipated to occur no later than February 15, 2027), provide the Investor with a summary of all side letter provisions granted to other limited partners of the Fund (the "MFN Disclosure"). The MFN Disclosure shall

Section 12. Confidentiality 12.1 Confidentiality Obligations (a) The terms and conditions of this Side Letter shall be treated as confidential by both Parties and shall not be disclosed to any person other than as expressly permitted by this Section 12, subject to the MFN disclosure process described in Section 11 and subject to any disclosure required by applicable law, regulation, judicial or administrative process

Section 13. Compliance with Securities Laws and Fund Regulatory Status 13.1 The General Partner confirms that the Fund is relying on the exemption from registration as an investment company under Section 3(c)(7) of the 1940 Act and that all investors in the Fund are required to be "qualified purchasers" as defined in Section 2(a)(51) of the 1940 Act and Rule 2a51-1 promulgated thereunder. The General Partner shall ta

Section 14. Fund Economics Summary For the convenience of the Parties, the following is a summary of the key economic terms applicable to the Investor's investment in the Fund, as set forth in the Partnership Agreement and as modified by this Side Letter. This summary is provided for reference purposes only and is not intended to amend or supersede the Partnership Agreement or this Side Letter. In the event of any co

Section 15. Key Person Provisions 15.1 The General Partner confirms that Marcus J. Harrowgate (Managing Partner) and Diana R. Castellano (Partner and Co-Head of Investments) are designated as Key Persons under the Partnership Agreement (collectively, the "Key Persons"). 15.2 A "Key Person Event" shall be deemed to have occurred if either Key Person ceases to devote substantially all of his or her professional time an

Section 16. Removal Rights 16.1 The Investor acknowledges and confirms the following provisions of the Partnership Agreement relating to the removal of the General Partner: (a) No-Fault Removal. Seventy-five percent (75%) in interest of the limited partners (excluding Commitments held by the General Partner and its affiliates) may, at any time, remove the General Partner without cause upon not less than sixty (60) da

Section 17. Governing Law and Dispute Resolution 17.1 This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof that would result in the application of the laws of any other jurisdiction. 17.2 Any dispute, controversy, or claim arising out of or in connection with this Side Letter, or the breach, termination,

Section 18. General Provisions 18.1 Entire Agreement This Side Letter, together with the Partnership Agreement and the Subscription Agreement executed by the Investor, constitutes the entire agreement between the General Partner and the Investor with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, letters of intent, and