Avicene Investment Management LP

Item 5 - Fees and Compensation

Avicene generally charges both asset-based “management fees” and performance-based “performance
fees” to its Clients. The amount of these fees is subject to negotiation between Avicene and its Clients and
is set out in the documents governing the relationship between Avicene and the applicable Client. The

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performance fees charged by Avicene are discussed in more detail in Item 6 – Performance Based Fees
and Side-by-Side Management.

Client Accounts
With respect to its management of Client Accounts, Avicene generally charges a monthly asset-based
management fee calculated at an annual percentage rate dependent upon the value of the assets in such
Client Account. However, the types and amounts of fees payable by a Client may be negotiated based on
a variety of factors, including, but not limited to, the size, composition and complexity of the Client’s
account, length and nature of Avicene’s relationship with the Client or other factors deemed relevant by
Avicene. Management fees with respect to Client Accounts are generally payable in arrears and are
invoiced to the applicable Client on a monthly basis, unless otherwise agreed with a particular Client.

Generally, performance-based compensation payable to Avicene with respect to a Client Account is equal
to a percentage of the net increase in value (if any) of the assets in the Client Account (including both
realized and unrealized gains and losses) over the applicable measurement period, after recovery of any
losses in the Client Account in prior measurement periods, and subject to variation based on additional
performance-related criteria in certain cases. However, the performance-based compensation (if any) to
be paid by a particular Client is subject to negotiation, based on various factors.

Performance-based fees generally are accrued monthly and are invoiced to the applicable Client on an
annual basis, unless otherwise agreed with a particular Client.

Avicene Funds

It is anticipated that the Avicene Funds are structured such that the Adviser receives compensation
commensurate with the respective classes of interest in which an investor is invested. Separate classes
of interests in certain funds will be established that provide for different or additional terms including,
without limitation, reduced or waived advisory fees. Certain classes of interests, including without
limitation those with reduced or waived advisory fees, will only be offered to large or strategic investors
or investors that are members, principals, employees or affiliates of the Adviser (including, at the
discretion of the Adviser, their respective friends, family members, trusts, or other estate planning
vehicles which they control).

In consideration for investment management services provided to the Avicene Funds, the Adviser will
receive a management fee calculated at an annual rate dependent upon the class(es) of interest in which
each investor is invested. The management fee is calculated and payable quarterly in advance based on
the value of the investor’s capital account(s) as of the first day of each calendar quarter or on the date of
a contribution if other than the beginning of a quarter. The Adviser in its sole discretion reserves the right
to waive, modify or calculate differently the management fee for certain investors or classes of interest,
including for investors that are members, principals, employees or affiliates of the Adviser or for certain
large or strategic investors.

In addition, the yet-to-be formed affiliated general partner will receive annual performance-based
incentive allocation reallocated from the capital accounts of each investor to the general partner in an
amount unique to each specific class of interest in an Avicene Fund. The incentive allocation is calculated
based upon an individual investor’s realized and unrealized return over a particular period of time
compared to a “high-water mark” as set forth in the relevant offering documents. When calculating the
incentive allocation, the management fee and all items of income, loss and expense incurred by the fund

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will be taken into account. The Adviser in its sole discretion reserves the right to waive, modify or calculate
differently the incentive allocation for certain investors or classes of interests, including for investors that
are members, principals, employees or affiliates of the Adviser or for certain large or strategic investors.

Investors in an Avicene Fund will generally be limited in their ability to terminate their participation in the
fund. In addition to other redemption and transfer restrictions that are described in each fund's offering
documents, the funds impose a soft “lock-up” period such that investors who wish to withdraw capital
that has not been invested for a specified period of time will be subject to the application of an early
withdrawal penalty to such investors’ capital account balances (the “Early Withdrawal Amounts”). The
applicable lock-up period varies depending on the class of interests in which an investor has subscribed.
Early Withdrawal Amounts will be retained by the master fund and allocated to the accounts of the
continuing investors in the Fund. The Adviser may, in its sole discretion, reduce or waive the Early
Withdrawal Amount with respect to any investor, including those who are affiliated with Avicene.
Subsequent to the lock-up period, investors may make partial withdrawals of their capital account
balances subject to the limitations described in the respective fund’s offering materials.

Neither the Adviser nor any of its affiliates or related persons receive commission or transaction-based
compensation related to the sale of interests in the Funds.

Other Fees and Expenses
...

Item 7 - Types of Clients

Avicene offers investment advisory services to institutional investors, including (but not limited to)
investment funds sponsored and operated by other investment advisory firms, and prospectively, to
private investment funds operated by Avicene or one of its affiliates. Client Accounts are generally subject
to a minimum initial investment, unless such minimum is waived by Avicene in its sole discretion.

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It is anticipated that each investor in the prospective Avicene Funds must meet certain eligibility
provisions: interests in the funds are generally offered to investors who qualify as both (i) accredited
investors within the meaning of Regulation D of the Securities Act, and (ii) “qualified purchasers,” as
defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Company Act”).
Additionally, investors will also be subject to a minimum initial investment subject to reduction at the
discretion of the Adviser.