Copernicus Capital Management LLC

5. Fees and Compensation

Copernicus may waive or reduce the management fee or incentive allocation paid as to particular
Investors at any time. Employees, members, and other related persons of Copernicus typically do
not pay a management fee or incentive allocation. A complete description of fees charged by
Copernicus is set forth in the Funds’ Governing Documents.
       Management Fees
Copernicus generally charges an annual management fee, quarterly in advance, that ranges
between 1.0% and 1.5%, depending on the type of equity interest owned by a particular Investor.

       Form ADV – Part 2A Brochure Document | Copernicus Capital Management, LLC

       Performance Allocation
Copernicus is entitled to receive an annual performance allocation, subject to a loss carry forward
provision (also known as a “high water mark”). The performance allocation is generally 15% per
annum of the appreciation in an Investors’ capital account for the relevant period, which will reflect
the effects of management fees and other expenses.
       Organizational Expenses
The Fund has borne or will bear all costs associated with the organization. Such costs include
government formation charges and professional fees and expenses in connection with preparing
the Fund’s Governing Documents and regulatory filings.
       Ongoing Expenses
The Fund will bear all operating costs. These include, but are not limited to: (a) brokerage
commissions and other transaction-related costs, including interest and borrowing charges on
securities sold short; (b) custodial and bank service fees; (c) auditing, accounting, third-party-
administration, bookkeeping, tax preparation and reporting, legal, and other professional fees and
costs; (d) costs of the Fund’s registration and filings with governmental organizations; (e)
applicable taxes; (f) costs of reporting to Investors and of Fund meetings and other governance
activities; and (g) costs directly related to research about investments and potential investments,
including costs of third-party investigative and analytical services.
The Fund will also bear all costs incurred in connection with the ongoing offer and sale of interests,
including costs of preparing, reproducing, and disseminating offering materials and supplemental
materials, legal fees and costs related to those activities.
If Copernicus and the Fund are jointly responsible for a particular expense, Copernicus will seek
to allocate the cost between the Fund and Copernicus in a fair manner.
Brokerage and other transaction costs that the Fund will incur are described further below in the
Brokerage Practices section.
A complete description of fees and expenses is outlined in the Fund’s Governing Documents.
Investors should review the applicable Governing Documents in order to fully understand
the total amount of fees and expenses to be paid by the Fund.

Copernicus also receives a flat fee for research services provided to other registered investment
advisors.

7. Types of Clients
Copernicus provides investment advisory services to the Fund, which is an unregistered private
pooled investment vehicle. The Fund relies on rules under the United States federal securities laws
that exempt privately offered funds from registering as investment companies. Copernicus
anticipates that the Fund will have various types of Investors, including high net worth individuals,
other private pooled investment vehicles, corporations, and pension and profit sharing plans.
The minimum initial subscription is $1 million. Copernicus may waive or reduce investment
minimums for certain Investors at its discretion, including for Investors who are employees or
affiliates of the Company.
Copernicus may enter into agreements (“Side Letters”) with certain Investors that will result in
terms of an investment different than those applicable to other Investors. As a result of such Side
Letters, certain Investors may receive additional rights that other Investors will not necessarily
receive. Except as required by law, in general, Copernicus will not be required to notify other
Investors of any such Side Letters or any of the provisions of the Side Letters. Copernicus will not
be required to offer such additional or different rights and terms to any or all of the other Investors.