Orthogon Partners Investment Management LLC

Item 5: Fees and Compensation
Asset-Based Management Fees

The Investment Manager generally charges an annual asset-based management fee
(“Management Fee”) of up to 1.25% of contributed, unreturned capital (“Capital
Base”). The annual rate, as specified in each Orthogon Fund’s organizational
documents, is applied to the daily calculated Capital Base for each investor,
respectively. Management Fees are paid quarterly in arears. Management Fees are paid
directly to the Investment Manager from the Orthogon Funds. Each investor’s specific
share of Management Fees charged by the Investment Manager are deducted as an
expense from the fair value of respective investment accounts in the Orthogon Funds.
In addition, the Investment Manager might charge an additional .25% in the form of a
commitment fee which is added to the Management Fee on the initial closing and
continuing through the one-year anniversary of the initial closing. Historically, Orthogon
members, employees, and affiliates invested in the Orthogon Funds are not subject to
such asset-based management fees.

Fee and Performance Allocation Negotiations

Details regarding asset-based fees and performance-based allocations are provided in
each of the Orthogon Fund’s offering documents. Once an investor has made a

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                                                          FORM ADV PART 2A BROCHURE

commitment to an Orthogon Fund, the respective fees and performance allocations
percentages are fixed. The Investment Manager, in its sole discretion, has the right to
waive all or a portion of an investor’s management fee. The Carried Interest Partners
have the right, in their sole discretion, to defer the receipt of carried interest
distributions.

Additional Fees and Expenses

Investors in the Orthogon Funds invested in such companies will receive a benefit from
such fees only to the extent set forth in the limited partnership agreements of the
respective Orthogon Fund.

Each Orthogon Fund bears certain expenses and fees, including, but not limited to, the
following: investment-related expenses (e.g., costs and expenses associated with the
investigation of investment opportunities, whether or not consummated); negotiating,
financing, sourcing, acquiring, holding, settling and disposing of its investments or
proposed investments and other transaction costs, including travel expenses,
transaction fees, consulting advisory, investment banking, legal, compliance and other
professional fees relating to a Fund, investments or contemplated investments;
investment banking or brokerage commissions; information-related expenses; expenses
incurred in the collection of monies owed to the Orthogon Funds; legal, auditing, and
accounting expenses (including expenses associated with the preparation of the
Orthogon Funds’ financial statements, tax returns, and schedule K-1s); reasonable
expenses of the Orthogon Funds’ advisory committee and its member insurance
expenses (including directors' and officers' insurance, errors and omission insurance,
and other similar policies); fees and expenses of the Orthogon Funds’ administration;
any entity-level taxes, fees, or other governmental charges levied against the Orthogon
Funds or any special purpose vehicle or alternative investment vehicle; all litigation-
related and indemnification expenses; wind-up and liquidation expenses; extraordinary
expenses; and expenses comparable to any of the foregoing.

Investors in the Orthogon Funds will bear their pro rata share of such additional fees
and expenses. Each respective Limited Partnership Agreement includes a more
expansive list and further detail relating to these additional fees and expenses.

Neither Orthogon, its affiliates, nor any of their supervised persons or employees
receive compensation for the purchase or sale of securities or other investment
products for Orthogon Partners’ clients.

Please see Item 12 for further discussion on brokerage practices.

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                                                            FORM ADV PART 2A BROCHURE

Item 7: Types of Clients
The Orthogon Funds to whom Orthogon provide investment management services and
advice are exempt from registration under 3c(1) or 3c(7) of the Investment Company
Act of 1940.

The offering documents of the Orthogon Funds set minimum amounts for investment by
prospective investors in the Orthogon Funds. These minimum amounts may be waived
by Orthogon at its sole discretion.

Investors in the Orthogon Funds must be either a Qualified Purchaser or an Accredited
Investor.

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                                                            FORM ADV PART 2A BROCHURE