Novo Holdings US Investment Advisor Inc

Item 5: Fees and Compensation
This section includes a summary of the fees and expenses Novo US receives from the Fund. A
detailed description of the Fund’s fees payable to Novo US and the Fund’s expenses are set forth in
the Governing Documents of the Fund. In addition, under the Subadvisory Agreements in respect
of the non-U.S. Funds, the Adviser receives fees for its services where it acts as subadvisor as
described below.

Fee Billing

The Fund does not pay a management fee to Novo US or the General Partner. Novo Holdings A/S
(as “Special Limited Partner” pursuant to the terms of the Governing Documents) is entitled to
receive “carried interest” in respect of distributions of proceeds from realized portfolio investments
as described more fully in the Governing Documents.

From time to time, individuals of Novo US or its affiliates will serve on the board of directors of a
portfolio company and provide management, consulting, investment banking and other similar
services to a portfolio company. Fees and reimbursed expenses may be received in connection with
such activities and services from such portfolio company or Fund including transaction-related
financial advisory, break-up, investment banking or other similar fees. Novo US or its affiliates may
also receive certain one-time or recurring fees, including directors’ fees, advisory fees, consulting
fees, fees related to monitoring activities, brokers’ and finders’ fees, transaction fees, investment
banking fees, arrangement fees, break-up fees or other similar compensation, including fees paid in
cash or in the form of stock options or warrants or in any other form. Any such fees and reimbursed
expenses will be retained by Novo US or its affiliates (as applicable) and will not be distributable
to the Fund or limited partners. This creates a conflict of interest because the Adviser has an
incentive to cause the Fund to invest in portfolio companies where such fee opportunities exist. The

Novo Holdings US Investment Advisor, Inc.
Form ADV Part 2A Disclosure Brochure

Adviser mitigates these conflicts through its investment committee process and adherence to its
fiduciary duties.

Novo US or the General Partner may consult with, utilize the services of, or otherwise engage in
business activities with its affiliates on behalf of the Fund. Affiliates will be engaged only on a basis
not less favorable than it would obtain in an arm’s length transaction.

Fund Expenses

As disclosed in the Governing Documents, the Fund will incur expenses related to its business,
activities and operations. These expenses will reduce the returns realized by a limited partner on its
investment in the Fund (and will reduce the amount of capital available to be deployed by the Fund
in investments). These expenses include, without limitation, (i) all reasonable travel,
accommodation, meals and other similar expenses (as described in more detail below), all third
party legal expenses and all accounting, other professional, printing, filing, title, transfer,
registration and other out-of-pocket organizational and offering expenses incurred in connection
with the structuring, organization, funding and start-up of, and offering of interests in, the Fund or
the General Partner; (ii) all reasonable fees, costs and expenses incurred in connection with the
termination, winding up and ultimate dissolution of the Fund; (iii) expenses of maintaining the
existence, good standing and the registered office and agent of each of the Fund and the General
Partner in the jurisdiction of its organization and all related governmental fees and expenses; (iv)
all reasonable expenses incurred in connection with preparing, amending, restating or otherwise
modifying the Partnership Agreement, including the solicitation of any consent, waiver or similar
acknowledgment from the limited partners; (v) all expenses incurred for any third party legal,
accounting, audit (including the fees of any auditor, third-party valuations, fairness opinions,
appraisals, valuation information gathering software or other technology or pricing services),
custody, depositary, tax, administration (including the external costs of any third party administrator
or depository to maintain the Fund’s books and records), reporting services, consulting services and
other similar services for the Fund and its investments in portfolio companies (including, for the
avoidance of doubt, any indemnifications paid to such third party providers pursuant to the terms
of the agreements entered into between the Fund and/or the General Partner and such third party
providers); (vi) all retainer fees, other fees, compensation (including any payments in the form of
equity) and expenses of any operating partners, operations advisors, industry advisors or executives,
subject matter experts, and other third parties retained to provide management, consulting or other
business services to, or with respect to, the Fund and its investment in any portfolio company; (vii)
all insurance costs and premiums, including, without limitation, premiums for liability insurance to
protect the Fund, its investment in any portfolio company and any other indemnified party; (viii) all
fees, expenses, payments and reimbursements relating to any arbitration, litigation, proceeding or
other action (whether pending or threatened) or any indemnification of any indemnified party; (ix)
all costs, losses, damages or other expenses relating to any representations or warranties or any
indemnities given by the Fund in relation to its investment in any portfolio company, including
where a claim has been made in respect of such representations, warranties or indemnities; (x) all
third party costs, fees and expenses incurred in connection with pursuing, identifying, evaluating,
structuring, studying, organizing, making, managing, holding, restructuring, recapitalizing, trading,
...

Item 7: Types of Clients
Novo US provides investment advice on a discretionary basis to the Fund. Investment advice is
provided directly to the Fund and not individually to the limited partners in the Fund. The Fund is
a privately offered, pooled investment vehicle which relies on exemptions under Section 3(c)(7) of
the U.S. Investment Company Act of 1940, as amended (the “1940 Act”). Limited partners of the
Fund are subject to applicable suitability requirements and net worth qualifications, such as (i)
“accredited investor” within the meaning in Rule 501(a) of Regulation D promulgated under
Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) “qualified
purchaser” as defined in Section 2(a)(51) of the 1940 Act, (iii) “qualified client” under Rule 205-3
of the Advisers Act, and/or (iv) “knowledgeable employee” within the meaning of Rule 3c-5 of the
1940 Act.

Additionally, Novo US serves as a subadvisor to a non-U.S. Fund as described above. The Fund is
currently exempt from registration in the U.S. The non-U.S. Fund has no U.S. investors as of the
date of this Brochure and the Adviser does not expect any U.S. investors to subscribe to a non-U.S.
Fund.