Altaris LLC

FEES AND COMPENSATION

        In general, the Management Entities receive a Management Fee (as defined below) and the
General Partners each receive a carried interest in connection with their provision of advisory
services. The Management Entities, the General Partners or other Altaris entities or affiliates
receive additional compensation in connection with management and other services performed for
portfolio companies (e.g., monitoring and other fees) of Partnerships and a portion of such
additional compensation will offset in part the management fees otherwise payable to the
Management Entities. Investors in a Partnership also bear certain expenses. The receipt of any
such fees from co-investors will not reduce the Management Fee payable by any Partnerships that
have also invested in such investment, and as a result a Partnership will, in most cases, only benefit

with respect to its allocable portion of any such fee and not the portion of any fee that relates to
such co-investors, which have the potential to be significant. Additionally, as further described
below and in the applicable Memorandum and/or Partnership Agreement of each Partnership, it is
the Advisers’ practice to retain certain third-party consultants (e.g., members of Altaris’ Operating
Network) to provide services to (or with respect to) certain portfolio companies in which one or
more Partnerships invest. Any such consultants generally receive compensation and other amounts
described herein, but not such amounts will result in additional offsets to the Management Fee.

      The limited partners of Constellation, Constellation IV, Padagis, V-4041, V-4042, V5055,
V-5082, VI Co-invest, T-Co-invest, A5083, A4048 and VI-4042 bear no Management Fee.

Management Fee

        Each of the Partnerships (other than Constellation, Constellation IV, Padagis, V-4041, V-
4042, V-5055, V-5082, VI Co-invest, T-Co-invest, A5083, A4048 and VI-4042) generally pay the
relevant Management Entity, quarterly in advance, a management fee (the “Management Fee”)
equal to 2.0% on an annual basis of aggregate Partnership third-party investor capital commitments
(“Commitments”). The General Partner does not pay a Management Fee on any amounts invested
into a Partnership. Investors participating in a closing after the Partnership’s initial closing date
bear the Management Fee from the initial closing date of such Partnership, generally in addition
to an interest component payable to the Advisers or an affiliate. After the expiration of the
“Investment Period,” which generally runs from the initial closing of a Partnership through the
sixth anniversary of the date of the initial notice of capital contribution drawdowns or until certain
termination events (as further described in the applicable Partnership Agreement), the
Management Fee will generally equal 2.0% of an amount equal to (i) the investors’ share of the
aggregate capital invested in portfolio investments (which, for the avoidance of doubt, shall not
include capital contributions made in respect of Partnership expenses) that have not been disposed
of or otherwise valued at zero less (ii) such investors’ share of any net write-downs of unrealized
investments, in each case, determined as of the date of the applicable quarterly Management Fee
calculation (such investments, “Impaired Value Investments”). Under the relevant Partnership
Agreements, where the fair market value of an investment exceeds the total amount of investment
contributions relating to such investment, Management Fees will not be calculated after the
Investment Period based upon such appreciated value, and will instead continue to be calculated
based on the amount of such investment contributions (however, write-ups will be taken into
account for purposes of calculating net write-downs). Where there has been a partial distribution,
reorganization, recapitalization (including recapitalizations involving dividends), partial write-
down or partial sale or disposition of an investment and the fair market value of such investment
following such event exceeds the total amount of investment contributions relating to such
investment, the relevant Partnership Agreements do require Management Fees to be reduced (net
of any write-ups). The Management Fee will be payable over the term of the applicable
Partnership. Installments of the Management Fee payable for any period other than a full three-
month period are generally adjusted on a pro rata basis according to the actual number of days in
such period. The Management Fee will be paid out of current income and disposition of proceeds
of the applicable Partnership and, to the extent necessary, from called capital commitments to such
Partnership which will reduce unfunded capital commitments; provided, however, that to the
extent of subsequent distributions, such amounts will be restored to the unfunded commitments
and may be recalled by such Partnership.

         The Management Fee will be reduced by a portion of a Partnership’s share of any directors’
fees, professional services fees, and any breakup fees and certain other fees paid by portfolio
companies to a General Partner, the relevant Management Entity or their affiliates, partners,
members, officers or other personnel (such fees, “Supplemental Fees”). To the extent that such
an offset credit would reduce the Management Fee for a given three-month period below zero, the
credit will be carried forward for future application against payable Management Fees. To the
extent that any other Partnership or any other entity or individual co-invests alongside the
Partnership in any portfolio company investment, any Supplemental Fees generally will be
allocated pro rata among the Partnership and the co-investors in proportion to the cost of the
investment in the portfolio company borne by each. Supplemental Fees will be offset only to the
extent they are paid during the holding period of the relevant Partnership, and limited partners
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TYPES OF CLIENTS

        The Advisers provide investment advice to the Partnerships, which are investment
partnerships or other investment entities formed under domestic or foreign laws and operated as
exempt investment pools under the Investment Company Act of 1940, as amended (the
“Investment Company Act”). The investors participating in Partnerships may include individuals,
banks or thrift institutions, other investment entities, university endowments, sovereign wealth
funds, family offices, pension and profit-sharing plans, trusts, estates or charitable organizations
or other corporations or business entities and often include, directly or indirectly, principals or
other personnel of the Advisers and their affiliates and members of their families, Service Providers
retained by the Advisers or a Partnership, as well as executives of portfolio companies.

       The Partnerships may include alternative investment vehicles established in order to permit
one or more investors to participate in one or more particular investment opportunities in a manner
desirable for tax, regulatory or other reasons. Alternative investment vehicle sponsors generally
have limited discretion to invest the assets of these vehicles independent of limitations or other
procedures set forth in the organizational documents of such vehicles and the related Partnership.

        Fund III has a minimum investment of $10 million, Fund IV, Fund V and Fund VI each has
a minimum investment of $20 million, for third-party investors, which may be waived in the
applicable General Partner’s discretion. Constellation and Constellation IV have a minimum
investment of $5 million, which may be waived in the General Partner’s discretion. In most
circumstances, investors in the Partnerships must meet certain suitability and net worth
qualifications prior to making an investment. Generally, investors must be (i) “accredited
investors” as defined under Regulation D of the Securities Act of 1933, as amended, and (ii) either
“qualified purchasers” or “knowledgeable employees” as defined under the Investment Company
Act.

            METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

        General The principal investment strategy of Altaris is to seek to achieve long-term capital
appreciation, primarily by acquiring equity and equity-related securities and certain debt
instruments in private healthcare companies. Investments are predominantly of non-public
companies although investments in public companies are permitted, subject to certain restrictions
in the applicable Partnership Agreement.

       The following is a summary of the investment strategies and methods of analysis generally
employed by the Advisers on behalf of the Partnerships. More detailed descriptions of the
Partnerships’ investment strategies and methods of analysis are included in the applicable
Memorandum and Partnership Agreement for each Partnership. There can be no assurance that

the Advisers will achieve the investment objectives of any of the Partnerships, and a loss of
investment is possible.

Investment and Operating Strategy

        The Advisers seek to provide returns to investors by (i) using research and contacts to
identify investments that the Advisers believe are attractive, (ii) performing rigorous analysis and
due diligence to select and structure investments, and (iii) providing significant resources to
portfolio companies.

        Identification of Investment Opportunities. The Advisers seek investments for the
Partnerships across the healthcare industry, and in particular, target healthcare businesses with one
or more of the following attributes: (a) intellectual property-based product lines, (b) industry
transforming business models, and (c) traditional value investing characteristics. The principals of
the Advisers (the “Principals”) seek to leverage their relationships with large healthcare
corporations and hospital systems to source and structure attractive investment opportunities. They
may also use their relationships with other private equity firms and may work with a wide variety
of healthcare and strategic consultants, deal finders, investment bankers, lenders, lawyers and
accountants that may serve as sources of investment opportunities.

         Rigorous Analysis and Diligence. The Advisers believe that rigorous due diligence is
critical to assessing investment opportunities. The Advisers’ diligence process typically includes
conducting meetings with the target company’s management, analyzing the target company’s
sector within the healthcare industry and the target company itself. The analysis generally includes
an analysis of the company’s historical performance and a review of the company’s actual
performance versus budget. The Advisers develop financial models for the proposed investment
based on projected financial results. Altaris’ investment committee decides whether to accept or
reject each proposed investment.

        Managing Investments. The Partnerships’ investments are expected to vary with respect to
size, type of security, and use of leverage. The Advisers target both control and influential minority
investments and may partner with other private equity firms, strategic investors, or the
Partnerships’ limited partners to consummate certain transactions. The Advisers intend to pursue
investments in which the Principals can exercise significant positive influence, typically through
board representation. Additional involvement may include regular consultations with
management, participating in corporate governance, assisting with the development of business
and strategic plans, and identifying and recruiting top level management.

        Realization of Liquidity. The Advisers seek to create value for the Partnerships through the
careful formulation and evaluation of multiple exit options when making an investment. The
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