Inceptiv Management LP

ITEM 5 – FEES AND COMPENSATION

Management Fee. Inceptiv is compensated for its advisory services by each of the Funds through the payment
of a management fee pursuant to each Fund’s governing documents. Management Fees are typically in the
range of 1-2 percent per annum of capital commitments, capital contributed by the Funds to portfolio
investments that have not yet been disposed of, and the aggregate amount of the capital commitments that have
been committed to portfolio investments, but have not yet been call by, or in respect of, the applicable sponsors
or portfolio assets of the applicable Fund. Management Fees are payable quarterly in advance.

The Adviser may vary the Management Fee as to particular limited partners by separate agreement.

Offering and Organization Expenses. The Funds and their affiliated funds will generally bear, directly or
through reimbursement, all costs and expenses of the General Partners, the Manager, the Funds and the Feeder
Funds (other than Placement Fees) that are incurred in connection with any of the planning, formation, and
organization of any of the General Partners or the Funds (including parallel or feeder-funds), or the sale and
marketing of interests in the Funds including related out-of-pocket legal, accounting, printing, consultation,
travel (including transportation, accommodation, and meal expenses), administrative, and filing fees and
expenses (“Organizational Expenses”) In addition, the Funds may be subject to an expense cap as set forth in
the respective Fund’s governing documents.

“Fund Expenses” shall mean the costs, fees, expenses and liabilities that are incurred by or arise out
of the operation of the Fund, including: (a) the Management Fee; (b) Organizational Expenses (as
defined above); (c) costs, fees and expenses (including to third parties) relating to Temporary
Investments, Portfolio Investments and potential investments that are not consummated, including for
investigation (including background checks on the Sponsors and their principals and other key
personnel), development, negotiation, structuring, acquisition, closing, trading, settling, valuing,
monitoring, holding, and disposition thereof, travel (including entertainment, transportation, meal and
accommodation expenses; provided with respect to air travel, at a cost not to exceed the cost of first-
class commercial airfare), legal, tax and accounting expenses in connection therewith; (d) broken deal
expenses; (e) brokerage fees and commissions and prime brokerage fees, custodial expenses, agent
bank and other bank service fees and other investment costs; (f) Subscription Line fees and interest;
(g) Fund administrative expenses that are incurred in the ordinary course, including the cost of
preparing annual audit, financial reports, tax returns, and tax reports for any Partners or the Fund
(including an allocation of expenses associated with any software or online data portal used in
connection therewith), cash management expenses, depository expenses, legal and accounting
expenses, regulatory and compliance expenses relating to the Fund’s filings with the Securities and
Exchange Commission (including, but not limited to, fees for legal or regulatory advice or submission
costs, such as Forms PF, 13F, 13H, 13G/D, 3, 4 or 5) or other regulatory bodies (including in foreign
or local jurisdictions)), and regulatory expenses of the General Partner and the Manager related to
regulatory filings, expenses related to filings required under the Securities Exchange Act of 1934, as
amended, preparation and filing of reports with the Commodities Futures Trading Commission,
compliance or filings related to the European Alternative Investment Fund Managers Directive and
similar regulations (in each case, to the extent applicable), the engagement of locally licensed
intermediaries or similar persons that the Fund or an affiliate is required to engage as a result of one
or more Limited Partners being domiciled in, or otherwise related to, a particular jurisdiction, expenses
related to complying with FATCA and similar laws, regulations and administrative requirements in

other jurisdictions, and expenses related to compliance with and filings under other applicable laws,
rules and regulations; (h) insurance (including insurance premiums incurred in connection with the
Fund’s activities (including key person insurance, directors and officers insurance, and/or errors and
omissions insurance obtained by the Fund or any affiliate with respect to any Sponsor and/or any
principal and/or other key personnel thereof, and mortgage bond insurance and insurance covering the
General Partner, the General Partner’s affiliates and related entities, the Manager and any other person
acting on behalf of the Fund or entities related to the Fund with respect to the activities of the Fund));
(i) payments made to legal counsel, tax advisers, auditors, accountants, fund administrators,
custodians, appraisers, consultants and other outside advisers (including payments associated with the
preparation of the Fund’s financial statements, tax returns and Schedule K-1s); (j) expenses related to
organizing entities through or in which Portfolio Investments will be made (including legal and other
expenses relating to the preparation and negotiation of the operating agreements of any such entities);
(k) expenses relating to the LP Advisory Committee (including the reasonable out-of-pocket expenses
incurred by members thereof in connection with any meeting of such members), and all fees, costs
and expenses relating to an approval or consent of one or more Limited Partners; (l) expenses relating
to the holding of meetings of the Fund or the Limited Partners, including reasonable travel expenses
of the General Partner’s or the Manager’s partners, members and employees to attend such meetings;
(m) market data costs; (n) research and deal origination-related expenses, including news and
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ITEM 7 – TYPES OF CLIENTS

The Adviser provides investment advice to the Clients, as described in Item 4, above. The Funds are only
available to investors meeting certain suitability requirements. In addition, the Funds require minimum capital
commitment, subject to modification by the General Partners.