Regulatory Information

A. Company Information and Supervisory Authority

Nivale Capital Management LLC is the general partner and investment manager of Nivale Fund, LP.

Registered Address:
12352 Market Drive
Oklahoma City, OK 73114

Nivale Fund, LP is offered in reliance on the exemption from registration as an investment company under Section 3(c)(1) of the Investment Company Act of 1940, which limits the Partnership to no more than 100 beneficial owners. On the basis of managing only private funds offered under this exemption, Nivale Capital Management LLC is registered with the U.S. Securities and Exchange Commission (SEC) as an Exempt Reporting Adviser at this time, rather than as a fully registered investment adviser. As an Exempt Reporting Adviser, Nivale Capital Management LLC files reports with the SEC but is not subject to certain requirements applicable to fully registered investment advisers. This status may change in the future if applicable thresholds are exceeded.

Supervisory Authority

U.S. Securities and Exchange Commission (SEC)
100 F Street, NE
Washington, DC 20549
www.sec.gov

Independent Auditor

HoganTaylor LLP
11300 Cantrell Road, Suite 301
Little Rock, AR 72212
www.hogantaylor.com

B. Information on Offered Financial Services

Nivale Capital Management LLC provides asset management services through a collective investment scheme organized as a limited partnership (Nivale Fund, LP). Participation in this investment scheme is offered exclusively to investors who qualify as accredited, qualified, and/or institutional investors. For further information, please refer to the Private Placement Memorandum ("PPM") and Limited Partnership Agreement ("LPA").

C. Information on Risk and Costs

General Risks Associated with Financial Instrument Transactions

Investments in financial instruments generally carry risk, including market risk, volatility, illiquidity, and the potential loss of some or all invested capital. Past performance is not indicative of future results, and no level of return is guaranteed.

Risks Associated with the Offered Services

Nivale Fund, LP pursues a concentrated, long-term investment strategy that may include public companies, private businesses, and opportunistic situations. This approach carries risks in addition to those noted above, including concentration risk (a small number of positions may represent a large share of the portfolio), illiquidity of privately held or long-term positions, valuation uncertainty for non-public holdings, and reliance on the judgment of a single managing partner (key-person risk). The Partnership is intended for investors bringing permanent, long-term capital and is not suited to investors seeking short-term liquidity.

Information on Costs

Nivale Fund, LP charges no management fee. The manager's only compensation is an incentive allocation, structured as follows:

• Capital accounts are valued annually, comparing the balance on December 31 to the balance on January 1 of the same year.
• If a capital account appreciates more than 6% in a year, the manager receives an incentive allocation equal to 25% of the appreciation above that 6% hurdle.
• If a capital account does not reach the 6% hurdle, or declines in value, no incentive allocation is earned that year. The account must first recover to its prior high-water mark, then clear the cumulative 6% hurdle (compounded annually), before any future incentive allocation becomes payable.

Fund-level expenses — such as audit, administration, and legal costs — are borne by the Partnership and may vary from year to year.

D. Information About Relationships with Third Parties

Nivale Fund, LP engages independent third-party service providers in connection with its operations, including an independent auditor, general counsel, brokers and custodians, tax preparers, and a fund administrator. These relationships are maintained on an arm's-length basis, and further detail on current service providers is available on the Team page of this website.

E. Information on the Market Offer Considered

Nivale Capital Management LLC may invest across any asset class, public or private, and seeks to identify the financial instruments and opportunities it considers most appropriate and optimal for its investment strategy and its investors, based on extensive analysis of the market.

F. Appropriateness and Suitability

Before accepting a prospective investor into Nivale Fund, LP, the manager evaluates the suitability of the relationship from both directions: whether the investment strategy is appropriate for the prospective investor, and whether the prospective investor is appropriate for a long-term, concentrated, illiquid investment strategy. The manager may decline an application, or decline to admit an otherwise eligible investor, if it has concerns about that investor's suitability or ability to participate as a long-term partner.