Armavir Partners LLC

Item 5.        Fees and Compensation

The fees applicable to each Client are set forth in detail in their respective offering document or advisory
or sub-advisory agreement, as applicable. The Adviser’s Clients pay it a fee for investment management
services (the “Management Fee”) and certain Clients may also pay performance-based fees or profit
allocations (“Performance Compensation”).

Certain Clients may pay a Management Fee for investment advisory services, calculated during the
Client’s investment period as a percentage of committed capital ranging from approximately 0.50% to
1.5% and following the expiration of such investment period as a percentage of such Fund’s invested
capital. In addition, certain Clients, depending on their performance, may pay Performance Compensation
that is a percentage of the realized net profits otherwise distributable to a Client or an investor in a Fund.
Such Performance Compensation is described in more detail in Item 6 below. With respect to the

Adviser’s current Clients, the Adviser is charging both fixed management fees (not based on assets under
management) and management fees based on a percentage of assets under management.

For the avoidance of doubt, the Adviser, in its sole discretion, may waive, reduce or rebate any
Management Fee or Performance Compensation or calculate such fees differently with respect to any
class, sub-class or series of shares or limited partnership or limited liability company interests of any
Fund held by or on behalf of any investor, including, without limitation, any employee, agent or affiliate
of the Adviser. In addition, Management Fees and/or Performance Compensation may also be calculated
differently with respect to, or may not be charged to, certain Managed Accounts including affiliate-owned
Managed Accounts, if any.

Certain Clients pay advisory fees on a quarterly basis in advance as described in the relevant Client’s
offering materials. Performance Compensation will be charged in compliance with all applicable
requirements of Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

As noted above, full details regarding the services, fees, investor suitability standards, and other terms
applicable to Clients will be included in their respective advisory or sub-advisory agreement and/or
offering materials, as applicable. Performance Compensation may vary with each Fund or Managed
Account and will be described in detail in each Fund’s offering materials or each Managed Account’s
advisory or sub-advisory agreement.

Each Client is responsible for expenses related to its respective operations and activities, including
expenses associated with its investment portfolio and, if applicable, its proportionate share of the direct
expenses of the third party investment products in which it invests. The direct expenses incurred by each
Client, which are outlined in detail in their respective advisory or sub-advisory agreement and/or offering
materials, as applicable, may vary depending on the nature of the operations and activities of the Client.

Below is a summary of direct expenses typically borne by each type of Client. The summary is not meant
to be a complete list of all direct expenses; nor should it be inferred that each expense appearing in the
summary will be incurred by every Client. Clients are advised to read the relevant advisory or sub-
advisory agreement and/or offering materials, as applicable, for a complete description of applicable
direct expenses.

Generally, expenses related to operations and activities include, but are not limited to, the following:
organizational and offering expenses (with respect to Funds and any Managed Accounts formed as a
“fund-of-one”), fees payable to the Adviser, third–party administrator and other investment expenses
(e.g., expenses that the Adviser reasonably determines to be related to the investment of the Client’s
assets, such as brokerage commissions, expenses relating to short sales, clearing and settlement charges,
custodial fees, premiums paid for options, swaptions, and other derivative instruments, bank service fees
and interest expenses); operational expenses; expenses incurred with respect to due diligence; investment-
related travel expenses; the cost of computer hardware and software to the extent used for research
relating to the Client’s investments; legal and compliance expenses (including, without limitation, the
fees and expenses of attorneys and compliance professionals retained by the Adviser on behalf of the
Client as well as the cost of salary and other compensation payable to one or more attorneys or compliance
professionals who are employees of the Adviser or one or more of its affiliates, but only to the extent that
such cost is attributable to work performed for the benefit of the Client); professional fees (including,
without limitation, expenses of consultants and experts) relating to investments; accounting expenses
(including the cost of accounting software packages); auditing and tax preparation expenses (whether
provided by the employees of the Adviser or another party); costs of printing and mailing reports and
notices; taxes; corporate licensing; regulatory expenses (including, whether reported directly by the Client
or the Adviser, the costs and expenses related to a Client’s U.S. and/or non-U.S. registration, regulatory

and self-regulatory filings, reporting, registrations and memberships, and compliance including without
limitation the costs of compliance reporting programs, third-party compliance consultants including the
costs and expenses associated with complying with the requirements of any new or additional regulatory
regime); insurance expenses; expenses incurred in connection with the offering and sale of the interest
and other similar expenses related to the Client; and extraordinary expenses incurred by or relating to the
Client or its activities and assets.
...

Item 7.       Types of Clients

As described above in Item 4, the Adviser’s Clients include Funds. In the future the Adviser’s Clients
may include Managed Accounts. The Adviser advises both U.S. and non-U.S. Clients and provides its
services to Clients on a non-discretionary basis and on a discretionary basis. The Adviser also advises
Funds in a sub-advisory capacity. With respect to certain of the Adviser’s Clients, the Adviser provides
non-discretionary advice with respect to only a portion of such Client’s assets.

To help the U.S. Government fight the funding of terrorism and money laundering activities, the Adviser
seeks to obtain, verify, and record information that identifies each investor who invests in a Fund and/or
Managed Account (including a Managed Account formed as a fund-of-one) advised by the Adviser. In
this regard, when an investor seeks to open an account or invest in a Fund, the Adviser will ask for a
completed Form W-8/W-9, as applicable, which includes the name, address, Tax ID/Employer ID number
(or any other registration number issued in the jurisdiction of location or incorporation) and other
reasonably required information that will allow the Adviser to identify the investor. The Adviser will ask
for information and documentation regarding source of funds to be invested. The Adviser also reserves
the right to ask for more information regarding the individuals who are beneficial owners of the investor
and/or exercise control over the investor. The Adviser will ask for the names of such beneficial owners
and will also ask for address, date of birth, and other information that will allow the Adviser to identify
such beneficial owners. The Adviser may also request such other information as may be necessary to
comply with applicable law. Furthermore, the Adviser will verify any of the aforementioned information
using third-party sources and will share that information as required by applicable law or in connection
with the execution of trades on behalf of that investor. For certain investors, the Adviser may rely on the
investor's broker-dealer, administrator, transfer agent, custodian or placement agent to obtain, verify and
record the required information.

Managed Accounts formed as a “fund-of-one” and Funds advised by the Adviser may be organized as
domestic or offshore (non-U.S.) companies, limited partnerships, limited liability companies, corporate
trusts or other legal entities, as determined appropriate by the Adviser.

As a general matter, each Client will be managed in accordance with its investment objectives, strategies
and guidelines and, unless the Client is a Managed Account, investment advisory services are not tailored
to the individualized needs of any particular investor. In addition, an investment in a Fund does not, in
and of itself, create an advisory relationship between the investor and the Adviser. Therefore, investors
need to consider whether such an investment meets their investment objectives and risk tolerance prior
to investing. Information about a Client, including its investment risk, will be available in its investment
management agreement and/or offering materials, as applicable. While this brochure may be provided to,
and include information relevant to investors, this brochure is designed solely to provide information
about the Adviser and should not be considered to be an offer of interests in any Client.

The Funds are exempt from the registration requirements under the Investment Company Act of 1940
pursuant to Section 3(c)(1) or Section 3(c)(7) thereof. As noted above in Item 6, the Adviser intends to
collect Performance Compensation. Investors or Clients that bear Performance Compensation will be
required to certify that they are “qualified clients” within the meaning of Rule 205-3 under the Advisers
Act. Please see the Client’s advisory or sub-advisory agreement and/or offering materials, as applicable,
for specific eligibility requirements.

The Adviser may invest in and/or serve as general partner or managing member, or on the board of
directors or advisory board, of a Client. For its Managed Accounts, the Adviser will determine the
minimum investment on a case by case basis. With respect to Funds, the minimum investment is expected
to be $100,000; provided that in each case the Adviser may accept lesser amounts in its discretion.