Acuta Capital Partners LLC

Item 5 – Fees and Compensation

A.      Fee Schedule
The fees and compensation payable to Acuta are negotiable and vary among its Clients. However, the
range of compensation is generally as follows:
        1.     Management Fee
Acuta typically receives a quarterly asset-based management fee calculated as a percentage of each
Investor’s capital account, payable quarterly in advance. The management fee for the Funds is
generally equal to 0.50% quarterly (2.0% annually).
        2.     Incentive-Based Compensation
The Funds generally pay Acuta an incentive allocation equal to a percentage of the net income
allocated to each Investor for the year, but only to the extent net income allocated to that Investor
exceeds any cumulative losses that were allocated to that Investor for earlier periods and that have
not been recovered (a “High Watermark”). The incentive allocation for the Funds is generally equal
to 20% of net profits (including both realized and unrealized gains and losses) of each Fund.
Incentive-Based Compensation will only be charged to accounts of those Investors who are “qualified
clients” as defined in Rule 205-3 of the Advisers Act.

                                                                     Part 2A of Form ADV Brochure for:
                                                                            Acuta Capital Partners, LLC

       3.      Fee Comparison
Fees and other compensation are negotiable in certain circumstances and may be waived at the
discretion of Acuta, and arrangements with any particular Investor or Client may vary. The expenses
of the Clients, including the management fee and any Incentive-Based Compensation, may constitute
a higher percentage of average net assets than would be found in other investment vehicles. Although
Acuta believes its fees are competitive, lower fees for comparable services may be available from
other investment advisers.
B.      Payment of Fees
For the Funds, management fees, Incentive-Based Compensation, and third-party fees (discussed
below) are deducted from Clients’ assets. Management fees, which are paid in advance, are
withdrawn at the beginning of the quarter. Incentive allocations are allocated as of the last business
day of the calendar year and as of any date on which an Investor makes a withdrawal or receives a
distribution from such Investor’s capital account(s). Carried interest is deducted as investment
proceeds are distributed.
C.      Other Client Fees and Expenses
The Clients generally pay such costs and expenses as Acuta reasonably determines 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 such as brokerage
commissions, research expenses, interest on margin accounts and other indebtedness, custodial fees,
bank service fees and withholding and transfer fees; (iii) legal, accounting, auditing, record-keeping,
tax form preparation, fund administration, registration, regulatory, systems and technology expenses
and corporate licensing fees; (iv) fees, costs and expenses of third-party service providers that
provide services including outsourced back office services and outsourced risk management
advisory and software expenses; (v) investment related consultants and travel costs that are research
related; (vi) expenses incurred with respect to the preparation, duplication and distribution to Limited
Partners and prospective Limited Partners of Client offering documents, annual reports and other
financial information; (vii) advisory committee expenses; (viii) insurance (including Directors and
Officers liability); and (ix) indemnification and litigation expenses.
Acuta’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and
expenses which will be incurred by the Clients. Such charges, fees and commissions are exclusive of
and in addition to Acuta’s management fee, and Acuta will not receive any portion of these
commissions, fees and costs. Investors should refer to the relevant Constituent Documents for a full
disclosure of costs and expenses that may be borne by the Clients.

Please see Item 12 of this Brochure regarding brokerage.
D.      Prepayment of Fees
Acuta will prorate the management fee for Interests held for less than a full quarter. Prepaid but
unearned fees are refunded to the Clients and/or Investors, as the case may be. Arrangements with
Separate Accounts may vary.

                                                                      Part 2A of Form ADV Brochure for:
                                                                             Acuta Capital Partners, LLC

E.      Outside Compensation for the Sale of Securities
Neither Acuta nor its supervised persons accepts compensation for the sale of securities or other
investment products outside of its association with Acuta.
The foregoing responses to Item 5 represent Acuta’s basic compensation arrangements. The
management fees and incentive allocations described above are structured to comply with
Rule 205-3 under the Advisers Act and applicable state laws. It is critical that investors in the
Funds refer to the relevant Constituent Documents for a complete understanding of fees and
expenses. The information contained herein is a summary only and is qualified in its entirety
by the applicable Constituent Documents.

Item 7 – Types of Clients

Acuta provides investment advice and management to the Funds.
Acuta intends to restrict the number of Investors in the Funds and will offer Interests only through
non-public transactions in order to maintain the Funds’ exclusion from the definition of “investment
company” under the Investment Company Act of 1940, as amended (the “Investment Company
Act”).
Prospective Investors in the Funds must meet eligibility criteria and are subject to certain withdrawal
requirements and limitations. Prospective Investors are encouraged to thoroughly review the
applicable Constituent Documents which set forth all of the terms in detail. Though certain of the
Clients pursue the same or similar strategies, offering terms may differ.
Each Investor generally must be an “accredited investor” (as defined in Regulation D under the
Securities Act of 1933), a “qualified client” (as defined in Rule 205-3 under the Advisers Act), as
applicable, and must meet other criteria as specified in the Constituent Documents of each Fund.

                                                                   Part 2A of Form ADV Brochure for:
                                                                          Acuta Capital Partners, LLC

Investors in Acuta Capital Fund and Acuta Capital Offshore must generally be “accredited investors”
under Regulation D of the Securities Act and “qualified purchasers” as defined in Section 2(a) (51) of
the Investment Company Act.
The minimum initial investment by Investors is typically $250,000 and subject to waiver at the
discretion of Acuta.