Blue Water Life Science Advisors LP

Item 5            Fees and Compensation

Advisory Fees and Compensation

The Adviser, a General Partner and/or another affiliated entity generally receives management fees, carried
interest or other similar profits allocations from the Funds. The specific governing documents for each Fund
set forth the fee arrangement for such Fund.

From time to time, the Funds may enter into side letters or other written understandings with individual
investors that have the effect of establishing rights under, or altering or supplementing, the terms of a particular
Fund’s Memorandum, LPA and/or IMA. The altered terms may include but are not limited to the compensation
received by a General Partner from a Fund such as management fees and/or carried interest. Blue Water does
not impose a uniform schedule of management fees or performance-based compensation for all Funds (and
their respective investors).

Pooled Investment Vehicles

Asset-Based Compensation

With respect to each investor in an LS Fund with interests in the “Class S” or “Class T” currently offered
classes interests or shares (as applicable) therein, the Adviser will receive a quarterly management fee (the
“LS Management Fee”) in advance equal to 0.5% (2.00% annually) based on the capital account or series
account (“Capital Account”) balance of such investor at the beginning of the calendar quarter (as described in
each LS Fund’s governing documents). In general, the portion of the LS Management Fee attributable to a
particular special investment will be charged to the Class S interests/shares or other Classes of
interests/shares (if any) held by the investors participating in the special investment or to an expense reserve
established in respect of a special investment, as applicable (the determination as to whether an expense
relates specifically to a particular special investment will be made by the Adviser in its sole discretion). In
the event of a withdrawal by an investor from its Capital Account prior to the end of a calendar quarter, the
quarterly LS Management Fee for such calendar quarter will not be prorated. Investors who are permitted by
the general partner or directors (as applicable) of the applicable LS Fund, in their sole discretion, to contribute
capital to such LS Fund on a date other than the first five (5) business days of a calendar month are charged
a pro rata LS Management Fee as to that contribution. Investors who are permitted by the general partner or
directors (as applicable) of the applicable LS Fund, in their sole discretion, to contribute capital on a date
during the first five (5) Business Days of a calendar month are charged a LS Management Fee as to that
contribution as if such contribution were made as of the first day of such month.

With respect to each investor in the Ventures Fund, the Adviser will receive a quarterly management fee (the
“Venture Management Fee” and, together with the LS Management Fee, the “Management Fee”) in
advance equal to 0.5% (2.00% annually) of (x) during the Ventures Fund’s investment period, each investor’s
capital commitment to the Fund and (y) after the investment period, each investor’s net invested capital. The
Venture Management Fee will be prorated for partial quarters.

Notwithstanding the foregoing, the Adviser, in its discretion, may waive all or a portion of the Management
Fee as to a Fund investor, including any such investors affiliated with the Adviser, or may agree with a Fund
investor to other changes in the Management Fee with respect to such investor.

Performance-Based Compensation

With respect to the LS Funds, Blue Water Life Science Fund GP, LLC, a Delaware limited liability company
that serves as the general partner of the Onshore Feeder Fund, an affiliate of the Adviser (the “LS General
Partner”) (the LS General Partner also serves as the general partner to Blue Water Special Opportunities,

LP and Blue Water Special Opportunities II, LP), will be allocated an annual profit allocation from the Master
Fund equal to 20% of the profits (including realized and unrealized gains and losses) allocated in respect of
the capital account/series of shares of each LS Fund investor holding Class S and T interests/shares in the
applicable LS Feeder Fund (each a “Performance Allocation”) that exceed the “Prior High NAV” (i.e., the
“high water mark”) in respect of such capital/series of shares. Any Performance Allocation allocated to the
LS General Partner with respect to a particular period is not subject to reduction, refund, or “claw back”
based on subsequent changes in an investor’s loss carryforward account.

The Performance Allocation will be determined separately with respect to each Capital Account of an
investor in the applicable LS Fund. The Performance Allocation will also be calculated separately as to each
special investment held by the LS Funds in substantially the same manner.

If a LS Fund investor makes a withdrawal/redemption from the applicable LS Fund other than at the end of a
fiscal year including in connection with a mandatory withdrawal/redemption, a Performance Allocation will
be determined with respect to such withdrawal/redemption as of the applicable withdrawal/redemption date
and will be allocated on such date to the LS General Partner.

With respect to the Ventures Fund, Blue Water Life Science Ventures GP LLC, a Delaware limited liability
company that serves as the general partner of the Ventures Fund and is an affiliate of the Adviser (the
“Venture General Partner”) will receive “carried interest” distributions (“Carried Interest Distributions)
in respect of each Ventures Fund limited partner on an investment-by-investment basis, subject to such
Ventures Fund limited partner achieving a return of capital on the investment generating the investment
proceeds in respect of which such Carried Interest Distributions are distributed (as well as return of capital in
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Item 7            Types of Clients

The Firm primarily provides investment advice to the Funds, as described above. Private funds advised by the
Firm may include partnerships or other pooled investment vehicles formed under domestic or non-U.S. laws
and operated as exempt investment pools under the Investment Company Act of 1940, as amended (the
“Company Act”). Investors participating in private funds advised by the Firm may include high net-worth
individuals, financial institutions, corporations, sovereign wealth funds, endowment funds, charitable
organizations, public and private pension funds and other investment funds (which may include entities that are
owned, directly or indirectly, by partners or employees of Blue Water).

Interests in the Funds are offered on a private placement basis, and where applicable, in reliance on Section
3(c)(7) of the Company Act, to persons who generally are “accredited investors” as defined under the Securities
Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as defined under the Company Act,
and who are subject to certain other conditions, which are fully set forth in the offering documents of such
Funds. Interests in, or shares of, the offshore feeder fund are generally offered to persons who are not “U.S.
Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities
substantially comprised of tax-exempt U.S. Persons) on a private placement basis, and who are subject to certain
other conditions, which are fully set forth in the offering documents of such Funds. Blue Water employees who
qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act are also permitted to invest directly or
indirectly in the Funds.

Minimum initial investment amounts vary among the Funds, as described in the applicable Fund’s respective
Memorandum. Such minimum investments, however, may be waived or modified by the applicable General
Partner of the Funds, in its sole discretion.

To invest in the Fund, an investor must be an accredited investor and, if subject to a performance fee, must be
a qualified client as defined by Section 205 of Advisers Act and Rule 205-3 thereunder.