Innovatus Capital Partners LLC

Fees and Compensation

A.      Innovatus’ fee and compensation arrangements vary among the Funds. As compensation for its
services, Innovatus receives a management fee (the “Management Fee”) from certain of the Funds. The
Management Fee is typically between .75% and 2% of a Fund’s net asset value, committed capital or
invested capital per annum. ABV Harvest receives a sub-advisory fee (the “Sub-Advisory Fee”) from the
investment manager of the ABV Harvest Funds. The Sub-Advisory Fee is a portion of the management fee
paid by the ABV Harvest Funds to their investment manager.

The Firm and certain of its affiliates receive incentive-based compensation (the “Incentive Allocation”)
from certain Funds based on realized gains from investments, generally above a performance benchmark.
Certain officers and directors of the Firm directly receive a portion of the Incentive Allocation. Certain
officers and directors of the Firm indirectly receive other incentive-based compensation in connection
with the capital appreciation of the assets held by the ABV Harvest Funds as per certain agreements
among the Firm’s officers and directors and the investment manager of the ABV Harvest Funds. Incentive-
based compensation paid to certain of the Firm’s covered persons is further described in Item 6 of this
brochure. Compensation through fees is typically negotiated separately with each of the Funds and the
investors therein. The Incentive Allocation, when applicable, is typically between 15% and 20% of the
gains from investments, generally above a performance benchmark.

The Firm has considered and may in the future, directly or through its affiliates, engage in or provide
certain restructuring activities or similar services to or on behalf of third-party lenders or other
counterparties. In these situations, the Firm or its affiliates may be entitled to additional remuneration
from such third parties. Notwithstanding the foregoing, the Firm's fiduciary and investment advisory
duties to Clients will at all times take priority. To the extent deemed material, the Firm will disclose such
material conflicts of interest including the receipt of fees or other compensation to Clients in accordance
with its fiduciary duty.

B.     The Firm receives the Management Fee directly from certain Funds either in advance or on a
monthly or quarterly basis in arrears. With respect to the ABV Harvest Funds, the Firm receives the Sub-
Advisory Fee from the investment adviser of the ABV Harvest Funds. An Incentive Allocation is typically
deducted directly from a Fund’s assets as investments realize gains and not on a pre-determined schedule.

C.       The Firm receive from time-to-time monitoring fees, organization fees, set-up fees, financial
advisory fees or other similar fees from a Fund, a Fund’s underlying investments or their respective
affiliates. These fees may fully or partially offset or reduce the Management Fee paid by the applicable
Fund. Each Fund’s Governing Documents provide a more detailed description of the expenses borne by
the Fund.

Innovatus and the Funds generally bear their own expenses. Expenses are allocated on a case-by-case

basis in accordance with each Fund’s Governing Documents. Expenses the Funds may incur generally
include but are not limited to:

       (i)   organizational and certain offering expenses and marketing expenses (including, without
             limitation, reasonable travel, duplicating and printing, postage and delivery, telephone, legal,
             accounting and consulting fees and expenses, filing fees, and other related fees and
             expenses) incurred in connection with the organization and funding of the Funds, Innovatus
             and the General Partner; expenses incurred by the Funds, Innovatus, or the Funds’ valuation
             committees or advisory committees in connection with investments made or considered by
             the Funds (including for avoidance of doubt all broken deal expenses, including, without
             limitation, brokerage commissions, formation of permanent capital vehicles, private
             placement fees, appraisal fees, expenses related to short sales, clearing and settlement
             charges, custodial fees, interest expenses, servicing, syndication, costs of joint ventures or
             other entities (including operating platforms), investment advisory fees, incentive
             compensation, the costs of third-party compliance products and services, the costs and
             expenses incurred in connection with any indebtedness, including, without limitation, the
             costs of establishing such indebtedness, the costs of monitoring compliance therewith
             (including, without limitation, the costs of any computer software used for such purposes)
             and other fees and compensation, investment related travel expenses (to the extent that
             such travel expenses are reasonable) and professional fees relating to investments including,
             without limitation, consultants’ fees;
       (ii) expenses of certain asset-level services (legal, accounting or any other services) performed
             by Innovatus personnel or its affiliates in respect of the Funds if it believes it can provide
             such services more effectively and at a cost that is comparable to, and in certain cases less
             than, prevailing market rates for such services (the fees described above would be in addition
             to the management fee and may be used by Innovatus or its affiliates in engaging personnel
             and in incurring other overhead costs to manage these assets in lieu of hiring an unaffiliated
             third-party service provider to provide these services);
       (iii) expenses incurred by the Funds in connection with their ongoing operations (including,
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Types of Clients

As more fully described in Item 4 of this brochure, the Firm provides investment advisory services to
pooled investment vehicles that are excepted from the definition of investment company under the
Investment Company Act of 1940, as amended.

In general, the minimum initial investment in a Fund is between $2 million and $5 million, depending on
the Fund, although lesser amounts may be accepted in the discretion of the general partner.