First Turn Management LLC

Item 5: Fees and Compensation

 First Turn is a fee-only investment management firm. First Turn bases its investment management

US-DOCS\143229937.17                                                                       4

 fees on a percentage of assets under management and/or the performance of the account.

 First Turn reserves the right to negotiate fees and alternative minimum account sizes on a case-by-
 case basis for separately managed accounts. First Turn may agree to aggregate assets for related
 accounts for fee calculations. First Turn, in its sole discretion, may also waive its fee and/or charge
 a lesser investment advisory fee based upon various criteria (e.g., historical relationship, type of
 assets, account complexity, anticipated future asset growth, dollar amounts of assets to be managed,
 related accounts, account composition, negotiations with clients, investment vehicle, “most favored
 nation” agreements, etc.).

 Management Fees and Performance Allocation Payable by the Funds
 The investment management fees received by First Turn for managing the private Funds are described
 in the Fund’s Governing Documents. The fees are calculated by the Fund’s administrator and
 deducted by First Turn as outlined in the Fund’s Governing Documents. The fee schedule for the
 Funds is set forth in Item 6 below.

 Fund Expenses
 The Funds bears the costs and expenses incidental to its organization and ongoing operation,
 including, without limitation, (a) all trading costs and expenses (such as, for example, brokerage
 commissions and charges, expenses relating to short sales, clearing and settlement charges, option
 premiums and custodial and service fees), (b) all interest and commitment fees on loans and debit
 balances (on margin or otherwise), (c) the costs and expenses of negotiating and entering into
 contracts and arrangements and making investments in the ordinary course of the Fund’s activities
 (such as brokerage, legal, accounting and other professional and consulting fees and expenses arising
 from particular investments and potential investments) and similar expenses in terminating those
 contracts and arrangements and disposing of the Fund’s investments, (d) all costs and expenses
 incurred in visiting companies and attending research conferences (for example, airfare, hotel
 accommodations and meals), (e) all costs and expenses associated with registering the Fund’s
 restricted securities (if any), (f) all costs and expenses incurred in attempting to protect or enhance
 the value of the Fund’s investments (including the costs of instituting and defending lawsuits), (g)
 all income taxes, withholding taxes, transfer taxes and other governmental charges and duties, (h)
 all fees and charges of custodians, clearing agencies and banks, (i) all administration, bookkeeping,
 recordkeeping, legal, accounting, auditing, tax preparation and all professional, expert and
 consulting fees and expenses arising in connection with the Fund’s activities (including fees and
 expenses of counsel for the Funds, the Fund’s general partner or one or more officers or managers of
 the Fund’s general partner, service contracts related to on-line research, portfolio management and
 quotation services and equipment (including computer hardware and software related thereto) and
 all fees, costs and expenses of accounting, bookkeeping and recordkeeping services of the funds
 administrator or any similar service provider retained by the Fund’s general partner to assist it in
 performing these services for the Funds, (j) all fees, costs and expenses of offering and selling
 Interests and communicating with investors (including, without limitation, legal and accounting fees
 and expenses, governmental and self-regulatory agency filing fees, and travel expenses, such as
 airfare, hotel accommodations and meals), (k) all premiums and other costs and expenses of
 insurance policies as the general partner of the Funds considers appropriate, insuring the Funds, the
 general partner of the Funds and their affiliates against liabilities that may arise in connection with
 the business or management of the Funds, (l) all costs and expenses of proxy voting services, (m) any
 contingencies for which the general partner determines reserves are required, and (n) any

US-DOCS\143229937.17                                                                       5

 extraordinary expenses (such as litigation expenses). Except as described above, the general partner
 of the Funds shall bear all of its operating, general, administrative and overhead costs and expenses
 and shall not otherwise charge the Funds for any thereof, except that these costs and expenses,
 together with all or any portion of the Fund’s expenses, may be paid by securities brokerage firms
 and futures commission merchants to which the general partner of the Funds directs the securities
 trades of the Funds and any other accounts managed by the general partner of the Funds.

 Any expense of the Funds that relates specifically to “Special Securities,” as defined in the Fund’s
 Governing Documents, will be charged solely against the investors in the Funds participating in such
 Special Securities in proportion to their interest in such Special Securities. The Firm will determine,
 in its sole discretion, whether an expense relates specifically to Special Securities (including the
 determination that an expense will not be specifically allocated for purposes of administrative
 convenience or otherwise).

 The Fund’s Governing Documents permit an investor to, on at least 30 days’ advance notice to First
 Turn and subject to certain restrictions as provided in the Fund’s Governing Documents, withdraw
 all or part of its capital account balance (except for any portion of the capital account balance
 attributable to certain allocations of Special Securities) and any amount attributable to the audit hold
...

Item 7: Types of Clients

 First Turn provides investment advisory services to two private funds and/or separately managed
 accounts as described in Item 4.

 Private Funds
 First Turn will impose a minimum subscription amount of $1 million to invest in the Funds. The
 details regarding minimum account sizes, fees and other important information are outlined in each
 client’s Governing Documents. First Turn reserves the right to waive account minimums at its sole
 discretion.

 Separate Accounts
 The institutional account minimum size is $25 million. Separate account client minimums may be
 individually negotiated. First Turn reserves the right to waive account minimums at its sole
 discretion.

 Other Services
 First Turn provides healthcare research services exclusively to Nicholas Investment Partners
 (“Nicholas”), a long-only equity manager, pursuant to the terms of the Services Agreement (as
 defined below), for a fixed annual fee. Under the Services Agreement, Nicholas has access to the
 First Turn investment team and their research library and has daily transparency into First Turn’s
 investment portfolio. Nicholas, at its sole discretion, may choose to purchase or sell these securities
 in their own client portfolios, which are unrelated to First Turn or its clients. This arrangement gives
 rise to conflicts of interest related to front running, liquidity, market timing, and the price of
 execution for certain transactions, where either Nicholas or First Turn will have an incentive to
 favor themselves or certain clients to the detriment of other clients. Nicholas and First Turn have
 created policies and controls to address these conflicts of interest. Please see item 12 for further
 detail.