Adjuvant Capital LP

Fees and Compensation

A.       As compensation for its services, Adjuvant receives an annual management fee (the “Management
Fee”) based on a fixed rate percentage of the Fund’s committed capital. The Management Fee is required to
be paid to the Firm even if the Fund experiences net losses in a particular year or over the term of the Fund.
Because there is a fixed investment period after which capital from Limited Partners can only be drawn down
in limited circumstances and because the Management Fees are, at certain times during the life of the Fund,
based upon capital invested by the Fund, this fee structure creates an incentive to deploy capital when the Firm
would not otherwise do so.

In addition, the General Partner is entitled to received incentive-based compensation (“Carried Interest”) based
on realized gains from investments.

For a schedule of the Management Fee and Carried Interest, please refer to the Fund’s Governing Documents.

B.      The Firm receives the Management Fee directly from the Fund by deducting the applicable amounts
from the Fund’s assets.

C.     Adjuvant and the Fund generally bear their own expenses. Expenses, above and beyond the
Management Fee and Carried Interest discussed above, are allocated on a case by case basis in accordance with
the Governing Documents. Additional expenses the Fund will incur generally include but are not limited to
Fund operating expenses and organizational expenses, which include:

        (i)      legal, Fund administration (including maintaining the books and records of the Fund,
                 including any related internal costs that the Firm may incur to produce any such books and
                 records or external costs for a third-party administrator to maintain and oversee the Fund’s
                 books and records), accounting, audit, consulting (including, but not limited to, consulting
                 fees incurred by the Fund for the benefit of a portfolio company), depository (including a
                 depository appointed pursuant to the Alternative Investment Fund Managers Directive),
                 investment banking, fees paid to third-party valuation agents for valuations, appraisals and
                 pricing services, reporting, research and other information (including data and information
                 service subscriptions, related systems and services from data providers and data management
                 software), due diligence (including third party diligence software),
        (ii)     compensation, fees and expenses paid to “Retained Domain Experts” for specialized services
                 (other than retainers and similar fees), to the extent not paid by prospective or actual portfolio
                 companies,
        (iii)    filing and similar fees paid on behalf of the Fund,
        (iv)     transaction expenses of the Fund, including such expenses with respect to transactions that
                 are not consummated by the Fund to the extent not reimbursed by portfolio companies
                 (including expenses that would have been borne by co-investors or co-investment vehicles),
        (v)      all custody, transfer, registration and similar expenses incurred by the Fund,
        (vi)     all brokerage, sale, and finder’s fees and commissions and discounts incurred in connection
                 with the purchase or sale of securities,

        (vii)    all premiums for insurance covering indemnified persons of the Fund, including insurance of
                 which the Firm and its affiliates are beneficiaries, cyber-security insurance premiums, and any
                 liability and errors and omissions insurance premiums,
        (viii)   all expenses of the Advisory Committee,
        (ix)     all expenses of the Social Impact Committee,
        (x)      all expenses incurred in connection with Partner meetings,
        (xi)     all interest on borrowed funds of the Fund and bridge financing expenses, financing,
                 commitment, origination and similar fees and expenses,
        (xii)    all extraordinary expenses of the Fund including all litigation and indemnification expenses,
        (xiii)   risk management assessment expenses and expenses associated with the Fund’s compliance
                 with applicable laws and regulations, including expenses incurred in connection with
                 complying with provisions of side letters (including “most favored nation” provisions), and
        (xiv)    all taxes and similar fees and expenses of the Fund (other than any taxes imposed on the Fund
                 under the Partnership Audit Rules, as defined below, that are allocable to a Partner of the
                 Fund),
        (xv)     Portfolio Fees (see Item 8 for more information), and
        (xvi)    Fees for additional legal, regulatory, tax, accounting, administration and similar services
                 provided to the Fund by the Firm and/or an affiliate (see Item 8 for more information).
Travel expenses may include, without limitation, expenses for business class travel as well as meals and
entertainment. Expenses of the types borne by the Fund but associated with any Feeder Fund organized to
facilitate the participation of certain investors in the Fund (including, without limitation, expenses of accounting
and tax services) may be borne by the Fund.
The Fund does not have its own separate employees or offices, and it does not reimburse the Firm for salaries
or office rent. The Firm is responsible for all of its overhead expenses and other similar expenses, except as
provided for herein.

The fee and expense description in this Brochure does not purport to be complete or comprehensive and
investors should refer to the Governing Documents for a more robust explanation.

D.    Typically, the Management Fee is paid quarterly in advance. The Carried Interest, to the extent such
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Types of Clients

Adjuvant provides investment advisory services to pooled investment vehicles that are each excepted from the
definition of an investment company under the Investment Company Act. As discussed in Item 4, interests in
the Fund are and will be offered privately and generally available only to persons who are “accredited investors”
as defined in Regulation D under the Securities Act and “qualified purchasers” as defined in Section 2(a)(51)
of the Investment Company Act. The minimum initial capital commitment is $5,000,000, subject to reduction
in the sole discretion of the General Partner.