Excellere Capital Management LLC

Item 5 – Fees and Compensation:

        A.      How Excellere Fees are Paid

         Excellere receives a management fee and the General Partners receive “carried interest” or a performance
fee, in each case, from the respective Excellere Funds they manage and are non-negotiable.

        Management fees, typically 2% of each investor’s aggregate commitment, are payable on a semi-annual
basis. Following the earlier to occur of (i) the termination of the commitment period and (ii) the date on which the
principals close and make and receive capital calls in a successor fund, the management fee shall be 2% of the
aggregate net funded commitments.

         Management fees are collected no earlier than the second business day after the beginning of each semi-
annual period. Management fees are paid by capital contributions from investors to each Excellere Fund pursuant
to capital call notices delivered by each Excellere Fund’s General Partner out of the total amount of capital an
investor agrees to contribute to the applicable Excellere Fund (i.e., an investor’s “capital commitment”) or are paid
out of cash that is otherwise distributable to the investors in the Excellere Funds, including cash held by the
Excellere Fund after a portfolio investment of an Excellere Fund is disposed of and before the proceeds are
distributed to investors. Management fees may also be paid out of cash reserves of the applicable Excellere Fund.

          “Carried interest” or performance fees, typically 20-25%, are assessed periodically, typically after the
receipt by the Excellere Funds of proceeds from a portfolio investment and are paid out of cash otherwise
distributable to Excellere Fund investors. Further explanation of performance fee compensation is described under

Item 7 – Types of Clients:

         Excellere provides investment advice only to the Excellere Funds, which are its only clients. Interests in
the Excellere Funds are offered privately to a limited number of sophisticated investors, including institutional
investors (for example, public and private pension funds) and individuals who qualify to invest in the Excellere
Funds because they have a sufficiently high income or net worth (for example, individuals with at least $5 million
in investment assets). Excellere typically imposes a minimum investment in connection with investing in an
Excellere Fund, often in the range of $5 million to $10 million, although such minimums may be waived at the
discretion of Excellere and subject to each Excellere Fund’s offering documents. In addition, each General Partner
will make a capital commitment to the applicable Excellere Fund and its capital commitment will be funded through
such General Partner by members and employees of Excellere and the applicable General Partner.