Ion Pacific Inc

Item 5 – Fees and Compensation

A.     Describe how you are compensated for your advisory services. Provide your fee
       schedule. Disclose whether the fees are negotiable.

As the investment adviser to a Fund, Ion Pacific will charge management fees (the “Management
Fee”) as described in the relevant Fund’s Governing Documents. The fees payable to Ion Pacific
vary among the Funds and may be different from the fees and compensation payable in respect of
any prior or successor Fund, or any future Fund. All investors should review the Governing
Documents of the relevant Fund in conjunction with this Brochure for complete information on
the fees and compensation payable with respect to that particular Fund.

The Management Fee is typically two percent of the aggregate capital commitments of the Fund’s
third-party investors during such Fund’s investment period and one and a half percent of the
aggregate capital contributed in respect of the unrealized investments of the Fund after the end of
the Fund’s investment period. The Management Fee is generally paid quarterly in advance by the
Fund, directly from the Fund’s accounts. The General Partner, in its sole discretion, may modify
or waive the Management Fee or other fees payable to the General Partner or to Ion Pacific with
respect to any individual investor or group of investors.

Ion Pacific, or its affiliates, are entitled to certain additional fees including director, advisory,
consulting, closing, transaction, and break-up fees payable to Ion Pacific, the Funds, or affiliates
of Ion Pacific as described in the Funds’ Governing Documents (“Transaction Fees”). The
Management Fee will be reduced by an amount equal to the Transaction Fees attributable to
Investors who are not deemed “Designated Partners” by a Fund’s General Partner.

In addition to the Management Fee, as described more fully in Item 6 below, an affiliate of Ion
Pacific is entitled to receive a performance-based fee (“Carried Interest”) if certain performance
hurdles are met.

B.     Describe whether you deduct fees from clients’ assets or bill clients for fees incurred.
       If clients may select either method, disclose this fact. Explain how often you bill clients
       or deduct your fees.

In accordance with the relevant Fund’s Governing Documents, the Management Fee is generally
paid to Ion Pacific by the relevant Fund (and therefore, by the third-party investors of the Funds)
on a quarterly basis, payable in advance of each calendar quarter and deducted from the Fund’s
assets. In the event the advisory contract is terminated before the end of the billing period, in
accordance with a Fund’s Governing Documents, the Management Fee will be refunded on a pro-
rata basis.

C.     Describe any other types of fees or expenses clients may pay in connection with your
       advisory services.

In addition to the Firm’s Management Fees, the Funds also pay their share of fees and operating
expenses charged by the underlying investment funds the Funds invest into, as well as any other
related costs and expenses incurred by the Funds, including auditing, accounting, and fund
administration fees and expenses. The payment of any such fees and expenses are in accordance

with the relevant Fund’s Governing Documents. In the event that Ion Pacific utilizes a broker, the
Funds will incur brokerage and other transactions fees, and such fees will also be paid by the
Funds, as more fully described in Item 12.

From time to time, Ion Pacific may engage one or more unaffiliated third‑party placement agents
(each, a “Placement Agent”) to assist with the marketing of interests in the Funds. Placement
Agents are typically compensated by the applicable Fund, the General Partner, the Manager or an
affiliate of the Firm pursuant to a written placement or marketing agreement.

Compensation paid to Placement Agents generally consists of a percentage of capital commitments
introduced to the Fund by the Placement Agent and may be paid in the form of placement fees,
commissions, or other sales‑based compensation. Such compensation may reduce the overall
returns of the Fund available to investors.

Ion Pacific does not pay such compensation from its own assets. Placement Agent compensation
arrangements may differ among Funds and among investors.

D.     If your clients either may or must pay your fees in advance, disclose this fact. Explain
       how a client may obtain a refund of a pre-paid fee if the advisory contract is
       terminated before the end of the billing period. Explain how you will determine the
       amount of the refund.

As referenced above, the Management Fee is generally paid by the relevant Fund (and therefore,
by the third-party investors of the Funds) on a quarterly basis, payable in advance of each calendar
quarter and deducted from the Fund’s assets. In the event the advisory contract is terminated before
the end of the billing period, in accordance with a Fund’s Governing Documents, the Management
Fee will be refunded on a pro-rata basis.

E.     If you or your supervised persons accept compensation for the sale of securities or
       other investment products, including asset-based sales charges or service fees from
       the sale of mutual funds, disclose this fact.

Neither Ion Pacific nor any of its supervised persons accept compensation for the sale of securities
or other investment products.

Item 7 – Types of Clients

Describe the types of clients you generally provide investment advice, such as individuals,
trusts, investment companies or pension plans. If you have any requirements for opening or
maintaining an account, such as a minimum account size, disclose these requirements.

Ion Pacific provides investment advice to pooled investment vehicles, other investment
partnerships and investment entities, which are formed under domestic or foreign laws and some
of which are operated as private funds excluded from the definition of the Investment Company
Act. Investment advice will be provided to the Funds (subject to the direction and control of the
general partner or similar managing body of each such Fund, if applicable) and not individually to
the investors in such Fund. Each Investor in the Funds is generally required to be an “accredited
investor” within the meaning of Regulation D of the U.S. Securities Act of 1933, as amended, and
a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act.

In general, the minimum initial investment in a Fund is $1 million, although lesser amounts may
be accepted at the discretion of a Fund’s General Partner.

Ion Pacific does not currently manage individual investment accounts.